As filed with the Securities and Exchange Commission on April 3, 1998
Registration No. 333-_____AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1998

REGISTRATION NO. 333-49421

================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 1 TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

SYKES ENTERPRISES, INCORPORATED
(Exact name of registrant as specified in its charter)

Florida 56-1383460
- ------------------------------------ --------------------------------------
FLORIDA 59-3157093
(State or other jurisdiction of (I.R.S. Employer Identification No.)
of
incorporation or organization)
100 North Tampa Street, SuiteNORTH TAMPA STREET, SUITE 3900, Tampa, FloridaTAMPA, FLORIDA 33602, Telephone:TELEPHONE (813)
274-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

SCOTT J. BENDERT

Sr. Vice President--Finance, Treasurer, and Chief Financial Officer
Sykes Enterprises, IncorporatedSENIOR VICE PRESIDENT -- FINANCE, TREASURER, AND CHIEF FINANCIAL OFFICER

SYKES ENTERPRISES, INCORPORATED
100 North Tampa Street, SuiteNORTH TAMPA STREET, SUITE 3900, Tampa, FloridaTAMPA, FLORIDA 33602, Telephone:TELEPHONE (813)
274-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY------------------------

COPIES TO:

MARTIN A. TRABER, ESQ.
Foley & Lardner
100 North Tampa Street, Suite 2700, Tampa, Florida 33602,
Telephone:
MARTIN A. TRABER, ESQ. MICHAEL A. CAMPBELL, ESQ.
STEVEN W. VAZQUEZ, ESQ. MAYER, BROWN & PLATT
FOLEY & LARDNER 190 SOUTH LASALLE STREET
100 NORTH TAMPA STREET, SUITE 2700 CHICAGO, ILLINOIS 60603
TAMPA, FLORIDA 33602 (312) 782-0600
(813) 229-2300
Approximate date of commencement of proposed sale to
the public:

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement becomes effective.Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X][ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]__________]
---------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________]
---------------

If delivery of thethis prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

CALCULATION OF REGISTRATION FEE

==================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price Registration Fee==========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE(3)
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value 3,537,882 $21.00 $74,295,522 $21,918
==================================================================================================value.......... 2,937,716 Shares $20.875 $61,324,822 $18,091
==========================================================================================================================

(1) Includes 383,180 shares of the Common Stock that would be purchased upon
exercise of an over-allotment option granted to the Underwriters.

(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and the proposed
maximum aggregate offering price arefee based on
the average of the high and low sale prices on March 31, 1998, of the Registrant's Common Stock as reported on
the Nasdaq National Market.Market on May 28, 1998.

(3) A registration fee of $21,918 previously was paid.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

================================================================================
2

LEGEND

Information contained herein is subject to completion or amendment.INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

3REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS Subject to completion
April 3,SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION,

PROSPECTUS PRELIMINARY PROSPECTUS, DATED JUNE 1, 1998

SYKES2,554,536 SHARES

(SYKES ENTERPRISES, INCORPORATED

3,537,882 SHARESINC. LOGO)

COMMON STOCK

$.01 PAR VALUE

This Prospectus relates to------------------------

All of the shares of Common Stock, par value $.01 per share (the "Common
Stock") of Sykes Enterprises, Incorporated ("Sykes" or the "Company") which may be offered
for sale from time
to time for the account ofhereby are being offered by certain stockholdersselling shareholders of the Company (the
"Selling Stockholders"Shareholders"). Shares may be offered until December 31, 1998 [one year after
the date of issuance of the shares subject to this Prospectus] for the account
of the Selling Stockholders. See "The Offering." The Company will not receive any proceeds from the sale
of shares of Common Stock by the Selling Stockholders.offered hereby. The
Company's Common Stock is tradedquoted on the
Nasdaq National Market under the symbol "SYKE." On April ___,May 28, 1998, the last
reported sale price offor the Company's Common Stock was
$______ per share.

-----------------------------------------------------

The distribution of shares of Common Stock by the Selling Stockholders
may be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, on the Nasdaq National Market
or on any exchange on which thewas $20 7/8 per share. See "Price Range of Common Stock may then be listed in
negotiated transactions, through the writing of options on shares (whether such
options are listed on an options exchange or otherwise), or a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
and/or purchasers of shares for whom they may act as agent (which compensation
may be in excess of customary commissions). The Selling Stockholders also may
pledge shares as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.

All expenses of the registration of the Common Stock covered by this
Prospectus will be borne by the Company pursuant to preexisting agreements,
except that the Company will not pay (i) any Selling Stockholder's underwriting
discounts or selling commissions, (ii) transfer taxes or (iii) fees and expenses
of any Selling Stockholder's counsel exceeding $5,000 in the aggregate.Stock."

SEE "RISK FACTORS" ATBEGINNING ON PAGE 56 FOR A DISCUSSION OF CERTAIN RISK FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

-----------------------------------------------------PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS [APRIL ___], 1998.

AVAILABLE INFORMATION
=====================================================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) SELLING SHAREHOLDERS
- -----------------------------------------------------------------------------------------------------------------------

Per Share................................... $ $ $
- -----------------------------------------------------------------------------------------------------------------------
Total(2).................................... $ $ $
=======================================================================================================================

(1) The Company is subjectand the Selling Shareholders have agreed to indemnify the
informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center,
13th Floor, New York, New York 10048. Copies of such material may also be
obtained from the Public Reference Section of the Commission at Washington,
D.C., at prescribed rates. In addition, the Company's Common Stock is quoted on
the Nasdaq National Market of The Nasdaq Stock Market (the "Nasdaq National
Market") and reports, proxy statements and other information filed by the
Company with the Nasdaq National Market may be inspected at the offices of The
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1500.

In addition, the Commission maintains a web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of such web site is
http://www.sec.gov.

This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
CommissionUnderwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended,amended. See "Underwriting."

(2) Certain Selling Shareholders have granted to which referencethe Underwriters an option,
exercisable within 30 days after the date hereof, to purchase up to 383,180
additional shares of Common Stock solely to cover over-allotments, if any.
If the Underwriters exercise such option in full, the total Price to Public,
Underwriting Discount, and Proceeds to Selling Shareholders will be
$ , $ and $ , respectively. See "Selling
Shareholders" and "Underwriting."

------------------------

The shares of Common Stock are offered by the several Underwriters, subject
to prior sale, when, as and if issued to and accepted by them, subject to
approval of certain legal matters by counsel for the Underwriters and to certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offer and to reject orders in whole or in part. It is hereby made.expected that
delivery of the shares of Common Stock will be made in New York, New York on or
about , 1998.

------------------------

MERRILL LYNCH & CO.

ROBERT W. BAIRD & CO.

INCORPORATED

FURMAN SELZ

------------------------

The date of this Prospectus is , 1998.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission pursuant to the Exchange Act(the "Commission") are hereby incorporated by reference in this
Prospectus:

(1)(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997.1997;

(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and

(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 andor 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering made by this offeringProspectus shall be deemed to be
incorporated by reference intoin this Prospectus and shall be deemed to be a part hereof from the
respective datesdate of filing of such reports and other documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all
purposes of this Prospectus to the extent that a statement contained in this Prospectusherein
or in any other subsequently filed document that also is alsoor is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will furnishprovide without charge to each person to whom a copy of
this Prospectus is delivered, uponon the written or oral request of such person, a
copy of any and allof the documents that are incorporated by reference in this
Prospectus, (otherother than exhibits to such documents unless(unless such exhibits are
specifically incorporated by reference therein)into such documents). Requests for such
copies should be directed to Sykes Enterprises, Incorporated,the Company's Investor Relations Department located
at the Company's executive offices at 100 North Tampa Street, Suite 3900, Tampa,
Florida 33602, Attention: Scott J.
Bendert, Senior Vice President--Finance, Treasurer, and Chief Financial Officer,
Telephonetelephone: (813) 274-1000.

---------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH
TRANSACTIONS MAY INCLUDE STABILIZING, THE PURCHASE OF COMMON STOCK TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, Up to 3,537,882 shares may be offered from time to time for the account
of the Selling Stockholders until December 31, 1998. See "Selling Stockholders."
The Company will not receive any proceeds from the sale of shares covered by
this Prospectus. The Company's Common Stock is traded in the Nasdaq National
Market under the symbol "SYKE.CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "UNDERWRITING."

2
54

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and Consolidated Financial
Statements and related notes thereto, appearing elsewhere or incorporated by
reference in this Prospectus. Unless otherwise indicated, the information in
this Prospectus assumes (i) that the Underwriters' over-allotment option will
not be exercised and (ii) gives retroactive effect to a 3-for-2 stock split in
the form of a stock dividend effected on July 18, 1996 and a 3-for-2 stock split
in the form of a stock dividend effected on May 19, 1997. See "Underwriting."
This Prospectus contains forward-looking statements that involve risks and
uncertainties. Future events and the Company's actual results could differ
materially from the results in these forward-looking statements as a result of
certain of the factors set forth in "Risk Factors" and elsewhere in this
Prospectus and in the documents incorporated by reference herein.

THE COMPANY

The CompanySykes is a leadingglobal provider of a wide array of information technology ("IT")
outsourcing services, throughout North America, Europe, Africa,including information technology support services,
information technology development services and solutions and software
fulfillment. The Philippines.Company's services are provided at various stages during the
life cycle of computer hardware and software products. Through its
20 state-of-the-art technical supportIT call centers, ("IT call centers"), the Company provides services to leading
computer hardware and software companies by providing technical support services
to end users of their products and to major companies by providing corporate
help desk and other support services. ThroughThe Company also provides fulfillment
services to computer hardware and software companies including design,
replication, material integration, packaging and distribution. In addition,
through its staff of technical professionals, the Company also provides software
development and related services to large corporations, on a contract or
temporary staffing basis, including software design, development, integration
and implementation; systems support maintenance, and documentation;maintenance; and documentation, foreign
language translation;translation and software localization. The integration of these
services enables Sykes'sprovides the Company's customers the opportunity to outsource a broad
range of their information technology services needs to the Company.

Sykes's customers include
Adobe Systems, Apple Computer, Compaq, Disney, Gateway, Hewlett Packard, IBM,
Monsanto, NationsBank, and Tech Data Corporation ("Tech Data").

In 1993, Sykesin an effort to capitalize on the trend toward outsourcing
information technology services, the Company focused its strategic direction
exclusively on the information technology services marketplace and broadened its
array of services. Pursuant to this strategy, the Company began providing
technical productinformation technology support to leading
computer hardware and software companies through the Company'sservices by opening IT call centers. FromRevenues
from information technology support services have grown rapidly through the
opening of two domestic and one European IT call centers at the end of 1994, Sykes has
grown to nine domestic IT call centers in 1994, two in 1995, three in 1996, and
11 overseasone in 1997. In addition, the Company has begun construction of a new domestic
IT call centers as of
December 1997.

All of Sykes's ninecenter in Manhattan, Kansas, which the Company expects to be fully
operational in 1998. The domestic IT call centers have been built by the
Company and are stand-alone facilities,
each modeled after the same prototype, which enables Sykes to
construct new IT call centers rapidly and cost effectively.prototype. The Company's strategy of locating its
domestic IT call centers in smaller communities, typically near a college or
university, has enabled itthe Company to benefit from a relatively lowerlow cost
structure and a technically proficient, stable work force. The Company'sIn addition to its
domestic call centers, are locatedinternationally the Company opened one IT call center in
Colorado, Florida, Kansas,
North Dakota, Oklahoma,1994 and Oregon. Throughtwo during 1997. Additional international IT call centers were obtained
as part of the Company's acquisitions, of which one was acquired during 1996 and
eight were acquired during 1997. The Company estimates that its IT call centers
have the capacity to process in excess of 140,000 calls per day in the
aggregate, up from 7,000 calls per day in January 1994, from users of hardware
and software products seeking technical assistance.

The Company believes that outsourcing by information technology companies
and companies with information technology needs will continue to grow as
increasing competition encourages businesses to focus on their core competencies
rather than non-revenue producing activities. Rapid technological changes,
significant capital requirements for state-of-the-art technology and the need to
integrate and update complex information technology systems spanning multiple
generations of hardware and software components make it increasingly difficult
for businesses to cost-effectively maintain quality information technology
services in-house. To capitalize on this trend toward outsourcing, the Company
has developed a strategy that includes the following elements: (i) expand
information technology support services revenues through additional IT call
centers; (ii) market the Company's expanded customer care services to existing
customers to position the Company to become a preferred vendor of outsourced
services; (iii) establish a competitive advantage through the Company's
sophisticated and specialized technological capabilities; and (iv) expand its
customer base through strategic alliances and selective acquisitions.

3
5

The Company was founded in 1977 in North Carolina and moved its
headquarters to Florida in 1993. In March 1996, the Company changed its state of
incorporation from North Carolina to Florida.

RECENT ACQUISITIONS AND ALLIANCES

The Company has expanded its services and customer base through strategic
acquisitions. During 1997, the Company expanded its international information
technology support services through its acquisition of Traffic, N.V. ("Traffic")
of Brussels, Belgium, on January 1, 1997, Telcare Telekommunikations --
Mehrwertdieste mbH ("Telcare") of Wilhelmshaven, Germany, on June 16, 1997, TAS
Telemarketing Gesellschaft fur Kommunikation und Dialog mbH ("TAS I") of Bochum,
Germany on September 25, 1997, TAS Hedi Fabinyi GmbH ("TAS II") of Stuttgart,
Germany on September 25, 1997, and McQueen International Limited ("McQueen") of
Galashiels, Scotland on December 31, 1997. In addition, the Company's growth of
its technical staffing, software development and documentation and software
translation services has been supplemented by the Company's acquisition in March
1997 of Info Systems of North Carolina, Inc., a provider of software and support
to national high volume retail chains. Each of the acquisitions set forth above,
except for Traffic, were accounted for utilizing the pooling-of-interests method
of accounting. With the McQueen acquisition, the Company has grown to an
organization of more than 6,500 employees across 40 worldwide locations,
providing IT support services at all stages in the life cycle of their products
and services.

The Company also has expanded its services and increased its IT call center
capabilities through strategic alliances. By combining technology acquired in
1996 with technology developed jointly pursuant to its May 1997 alliance with
SystemSoft Corporation, a leading vendor of remote diagnostic tools for software
products, the Company has introduced electronic technical support center
("ETSC") services that integrate hardware and software diagnostics with call
avoidance capabilities. The Company's ETSC diagnostic tools provide a
comprehensive solution for end users of computer hardware and software products.

The Company further expanded its IT call center utilization capabilities
through its July 1997 agreement with Tech Data, a leading wholesale distributor
of microcomputer products, to provide technical product support services to
customers of Tech Data's network of 35,000 computer product resellers. The
Company believes that this arrangement will enable the Company to reach end
users of computer hardware and software products through an established
distribution channel.

THE OFFERING

Common Stock offered by the Selling
Shareholders.................................... 2,554,536 shares

Common Stock outstanding........................ 39,244,083 shares(1)

Use of proceeds................................. The Company will not receive
any proceeds from the sale of
shares of Common Stock
offered hereby.

Nasdaq National Market Symbol................... SYKE

- ---------------

(1) Excludes 1,144,029 shares of Common Stock issuable upon exercise of
outstanding stock options at a weighted average exercise price of $17.83 per
share.

4
6

SUMMARY CONSOLIDATED FINANCIAL DATA

YEAR ENDED DECEMBER 31, THREE MONTHS ENDED
------------------------------ -------------------------------
1995 1996 1997 MARCH 30, 1997 MARCH 31, 1998
-------- -------- -------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

CONSOLIDATED STATEMENTS OF OPERATIONS
DATA:
Revenues............................. $155,957 $218,996 $313,184 $66,597 $89,149
Direct salaries and related costs.... 101,703 134,236 195,449 39,639 55,644
General and administrative........... 47,173 67,824 87,728 19,306 23,472
Impairment of long-lived assets...... -- -- 10,400 -- --
-------- -------- -------- ------- -------
Income from operations(1).......... 7,081 16,936 19,607 7,652 10,033
Interest income (expense), net....... (1,686) (597) 767 384 77
Loss from joint venture(2)(3)........ -- -- (2,828) -- (8,015)
Other................................ 176 455 (923) 58 (13)
-------- -------- -------- ------- -------
Income before income taxes......... 5,571 16,794 16,623 8,094 2,082
Provision for income taxes(4)........ 2,857 6,490 10,876 2,947 3,554
-------- -------- -------- ------- -------
Net income (loss).................... $ 2,714 $ 10,304 $ 5,747 $ 5,147 $(1,472)
======== ======== ======== ======= =======
Net income (loss) per common share:
Basic.............................. $ 0.09 $ 0.30 $ 0.15 $ 0.13 $ (0.04)
Diluted............................ $ 0.09 $ 0.29 $ 0.14 $ 0.13 $ (0.04)
Weighted average common shares
outstanding:
Basic.............................. 29,945 34,411 38,982 38,858 39,058
Diluted............................ 31,329 35,954 40,253 40,165 40,157

AT DECEMBER 31,
----------------------------- MARCH 31,
1995 1996 1997 1998
------- -------- -------- -----------
(UNAUDITED)

CONSOLIDATED BALANCE SHEET DATA:
Working capital........................................ $ 271 $109,373 $108,316 $ 68,719
Total assets........................................... 56,577 214,524 241,663 211,102
Total long-term debt, less current installments........ 9,584 5,178 33,313 2,009
Total shareholder's equity............................. 12,375 144,143 147,787 142,558

- ---------------

(1) The year ended December 31, 1997 includes $10.4 million of charges
associated with the impairment of long-lived assets pursuant to Statement of
Financial Accounting Standards ("SFAS") No. 121 and one-time merger and
related charges of $3.1 million related to the acquisition of McQueen
International Limited. Exclusive of such charges and the expense referred in
(2) below, income from operations, income before income taxes, net income,
net income per basic share, and net income per diluted share would have been
approximately $33.1 million, $32.9 million, $22.0 million, $0.56, and $0.55,
respectively.

(2) The year ended December 31, 1997 includes $2.8 million of expense associated
with acquisition-related in-process research and development costs related
to an acquisition completed by SHPS.

(3) The three months ended March 31, 1998 includes $8.0 million of expense
associated with acquisition-related in-process research and development
costs incurred by SHPS. Exclusive of such charge, net income, net income per
basic share, and net income per diluted share would have been approximately
$6.5 million, $0.17 and $0.16, respectively.

(4) Adjusted as if an affiliate of the Company included in the consolidated
financial statements, which was an S corporation for federal income tax
purposes, was subject to income taxes for all periods presented, based on
the tax laws in effect during the respective periods.

5
7

RISK FACTORS

An investment in shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, in addition to the other information contained or incorporated by
reference in this Prospectus, before purchasing the Common Stock offered hereby.
Certain matters discussed or incorporated by reference in this Prospectus are
forward-looking statements within the meaning of the federal securities laws.
Discussions containing such forward-looking statements may be found in the
material set forth below and under "Management's Discussion and Analysis of
Financial Condition and Results of Operation" and "Business," as well as in this
Prospectus and the documents incorporated by reference herein generally. The
terms "believe," "estimate," "expect," "intend," "anticipate," "plan," and
similar expressions and variations of such expressions identify certain of such
forward-looking statements which speak only as of the dates on which they were
made. Prospective investors are cautioned that any such forward-looking
statement are not guarantees of future performance, and involve risks and
uncertainties. Actual events or results may differ materially from those
discussed in the forward-looking statements as a result of various factors,
including, without limitation, the risk factors set forth below and the matters
set forth in this Prospectus and the documents incorporated by reference herein
generally.

RECENT ACQUISITIONS AND IMPLEMENTATION OF ACQUISITION STRATEGY

The Company completed six acquisitions during 1997, and, in the future, may
pursue other acquisitions. There can be no assurance that the Company will be
able to successfully integrate the operations and management of recent
acquisitions and future acquisitions. Acquisitions involve significant risks
that could have a material adverse effect on the Company, including: (i) the
diversion of management's attention to the assimilation of the businesses
acquired; (ii) the risk that the acquired businesses will fail to maintain the
quality of services that the Company has historically provided; (iii) the need
to implement financial and other systems and add management resources; (iv) the
risk that key employees of the acquired business will leave after the
acquisition; (v) potential liabilities of the acquired business; (vi) unforeseen
difficulties in the acquired operations; (vii) adverse short-term effects on the
Company's operating results; (viii) lack of success in assimilating or
integrating the operations of acquired businesses with those of the Company;
(ix) the dilutive effect of the issuance of additional equity securities; (x)
the incurrence of additional debt; (xi) research and development write-offs and
other acquisition-related expenses; and (xii) the amortization of goodwill and
other intangible assets involved in any acquisitions that are accounted for
using the purchase method of accounting. There can be no assurance that the
Company will successfully implement its acquisition strategy. Furthermore, there
can be no assurance any acquisition will achieve levels of revenue and
profitability or otherwise perform as expected, or be consummated on acceptable
terms to enhance shareholder value. Currently, the Company does not have any
arrangements or understandings with any party with respect to future
acquisitions. The Company, however, continues to monitor acquisition
opportunities. See "Business -- Recent Acquisitions and Alliances."

ABILITY TO MANAGE GROWTH

The Company has rapidly expanded its operations since it began providing
information technology support services through its IT call centers in 1993 and
anticipates continued growth to be driven by industry trends toward outsourcing
of such services. The continued growth of the Company's customer base and
expansion of the scope of services offered by the Company can be expected to
continue to place a significant strain on its resources. These resources could
be further strained from the opening of new IT call centers and the necessity to
successfully attract and retain qualified management personnel to manage the
growth and operations of the Company's business. There can be no assurance that
the Company will have sufficient resources or otherwise be able to maintain its
historic rate of growth or to maintain the quality of its services. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

RAPID TECHNOLOGICAL CHANGE

The market for information technology services is characterized by rapid
technological advances, new product introductions and enhancements, and changes
in customer requirements. The Company's future

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8

success will depend in large part on its ability to service new products,
platforms and rapidly changing technology. These factors will require the
Company to provide adequately trained personnel to address the increasingly
sophisticated, complex and evolving needs of its customers. Any failure by the
Company to anticipate or respond rapidly to technological advances, new products
and enhancements, or changes in customer requirements could have a material
adverse effect on the Company. See "Business -- Industry Background" and
"Business -- Operations."

DEPENDENCE ON KEY CUSTOMERS

Revenue from a single customer, which is also a Selling Shareholder,
comprised 13%, 13%, and 11% of the Company's consolidated revenues for the years
ended December 31, 1995, 1996 and 1997, respectively, pursuant to the
pooling-of-interests method of accounting. See "Selling Shareholders." The
Company's largest ten customers accounted for approximately 44% of the Company's
consolidated revenues in 1997. Generally, the Company's contracts are cancelable
by each customer at any time or on short term notice, and customers may
unilaterally reduce their use of the Company's services under such contracts
without penalty. The Company's loss of (or the failure to retain a significant
amount of business with) any of its key customers could have a material adverse
effect on the Company. See "Business -- Customers."

DEPENDENCE ON QUALIFIED PERSONNEL

The Company's business is labor intensive and places significant importance
on its ability to recruit and retain qualified technical and professional
personnel. The Company generally experiences high turnover of its personnel and
is continuously required to recruit and train replacement personnel as a result
of a changing and expanding work force. A higher turnover rate among the
Company's employees would increase the Company's hiring and training costs and
decrease operating efficiencies and productivity. Additionally, demand for
qualified professionals conversant with certain technologies is intense and may
outstrip supply as new and additional skills are required to keep pace with
evolving computer technology. There can be no assurance that the Company will be
successful in attracting and retaining the personnel that it requires to conduct
its operations successfully. Failure to attract and retain such personnel could
have a material adverse effect on the Company. See "Business -- Employees."

RELIANCE ON TECHNOLOGY AND COMPUTER SYSTEMS

The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology and has focused on the application of
this technology to meet its clients' needs. The Company anticipates that it will
be necessary to continue to invest in and develop new and enhanced technology on
a timely basis to maintain the Company's competitiveness. Significant capital
expenditures may be required to keep the Company's technology up-to-date, and
investments in technology, including future investments in upgrades and
enhancements to software, may not necessarily maintain the Company's
competitiveness. The Company's future success also will depend in part on its
ability to anticipate and develop information technology solutions that keep
pace with evolving industry standards and changing client demands. In addition,
the Company's business is highly dependent on its computer and telephone
equipment and software systems, and the temporary or permanent loss of such
equipment or systems, through casualty, operating malfunction or otherwise,
could have a material adverse effect on the Company. See "Business --
Operations" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

YEAR 2000 COMPLIANCE

Date sensitive computer applications that currently record years in
two-digit, rather than four-digit, format may be unable to properly categorize
and process dates occurring after December 31, 1999 (the "Year 2000" problem).
The Company has made a preliminary determination that it should not incur
significant costs to make its software programs and operating systems Year 2000
compliant. If Year 2000 related failures were to occur in the Company's computer
and information systems, however, the Company could incur significant,
unanticipated liabilities and expenses. In addition, the Company is in the
process of determining whether other

7
9

companies with whom the Company does business are Year 2000 compliant. The
failure of any such company to be Year 2000 compliant could have a material
adverse effect on the Company.

DEPENDENCE ON TREND TOWARD OUTSOURCING

The Company's business and growth depend in large part on the industry
trend toward outsourcing information technology services. There can be no
assurance that this trend will continue, as organizations may elect to perform
such services in-house. A significant change in the direction of this trend
could have a material adverse effect on the Company. See "Business -- Industry
Background."

EMERGENCY INTERRUPTION OF IT CALL CENTER OPERATIONS

The Company's operations are dependent upon its ability to protect its IT
call centers and its information databases against damage that may be caused by
fire, power failure, telecommunications failures, unauthorized intrusion,
computer viruses and other emergencies. The Company has taken precautions to
protect itself and its customers from events that could interrupt delivery of
the Company's services. These precautions include off-site storage of backup
data, fire protection and physical security systems, rerouting of telephone
calls to one or more of the Company's other IT call centers in the event of an
emergency, backup power generators and a disaster recovery plan. The Company
also maintains business interruption insurance in amounts that it considers
adequate. Notwithstanding such precautions, there can be no assurance that a
fire, natural disaster, human error, equipment malfunction or inadequacy, or
other event would not result in a prolonged interruption in the Company's
ability to provide support services to its customers. Such an event could have a
material adverse effect on the Company. See "Business -- Operations."

INTERNATIONAL OPERATIONS AND EXPANSION

The Company's international operations are conducted from eleven IT call
centers, six fulfillment centers and two offices located in Sweden, The
Netherlands, France, Germany, South Africa, Scotland, Ireland, and The
Philippines,Philippines. Revenues from international operations for the years ended December
31, 1995, 1996 and 1997 were 44.7%, 40.3% and 38.1% of consolidated revenues,
respectively, pursuant to the pooling-of-interests method of accounting. The
Company intends to continue its international expansion. International
operations are subject to certain risks inherent in conducting business abroad,
including exposure to currency fluctuations, changes in foreign governmental
regulations, tariffs and taxes, import/export license requirements for the
Company's software, the imposition of trade barriers, difficulties in staffing
and managing foreign operations, political uncertainties, longer payment cycles,
foreign exchange restrictions that could limit the repatriation of earnings,
difficulties in accounts receivable collection, potentially adverse tax
consequences, and economic instability. There can be no assurance that one or
more of such factors or other factors relating to international operations will
not have a material adverse effect on the Company's business, results of
operations or financial condition.

The Company conducts business in various foreign currencies and therefore
is subject to the transaction exposures that arise from foreign exchange rate
movements between the dates that foreign currency transactions are committed and
the date that they are consummated. The Company also is subject to certain
exposures arising from the translation and consolidation of the financial
results of its foreign subsidiaries. The Company has from time to time taken
limited actions to attempt to mitigate the Company's foreign transaction
exposure. However, there can be no assurance that actions taken to manage such
exposure will be successful or that future changes in currency exchange rates
will not have a material impact on the Company's future operating results. The
Company does not hedge either its translation risk or its economic risk.

COMPETITION

The industry in which the Company competes is extremely competitive and
highly fragmented. Although many companies provide information technology
services, the Company believes that no one company is dominant. There are
numerous and varied providers of such services, including firms specializing in
call center operations, fulfillment, temporary staffing and personnel placement
companies, language translation companies, general management consulting firms,
major accounting firms, divisions of large hardware and software companies and
niche providers of information technology services, many of whom compete in only
certain

8
10

markets. The Company's competitors include many companies who may possess
substantially greater resources, greater name recognition and a more established
customer base than it does. In addition, the services offered by the Company
historically have been provided by in-house personnel. The Company also competes
with other developers of software diagnostic tools, back office and
point-of-sale applications, many of which have significantly greater financial,
technical, marketing and other resources than the Company. There can be no
assurance that the Company will be able to compete successfully against existing
or potential new competitors as the industry continues to evolve.

The Company believes that the most significant competitive factors in the
sale of its services include quality and reliability of services, flexibility in
tailoring services to customer needs, price, experience, reputation and
comprehensive and integrated services. As a result of intense competition,
information technology development services and solutions engagements frequently
are subject to pricing pressure. Customers also require vendors to be able to
provide services in multiple locations. Competition for contracts for many of
Sykes' services takes the form of competitive bidding in response to requests
for proposals.

Many of the Company's large customers purchase information technology
services primarily from a limited number of preferred vendors. The Company has
experienced and continues to anticipate significant pricing pressure from these
customers in order to remain a preferred vendor. These companies also require
vendors to be able to provide services in multiple locations. Although the
Company believes it can effectively meet its customers' demands, there can be no
assurance that it will be able to compete effectively with other information
technology services companies. See "Business -- Competition."

RISKS ASSOCIATED WITH SOFTWARE DEVELOPMENT

During 1997 and the first quarter of 1998, the Company derived
approximately 7% and 6%, of its revenues, respectively, from the sale of
software products that it developed. The following risks relate to the sale of
those products or any other software products developed by the Company in the
future.

Dependence on New Products and Adaptation to Technological Change. The
computer software industry is subject to rapid technological change often
evidenced by new competing products and improvements in existing products. The
Company depends on the successful development of new products, including
upgrades of existing products, to replace revenues from products introduced in
prior years that have begun to experience reduced revenues. If the Company's
leading products become outdated and lose market share or if new products or
existing product upgrades are not introduced when planned or do not achieve the
revenues anticipated by the Company, the Company's operating results could be
materially adversely affected. Even with normal development cycles, the market
environment can change so quickly that features in certain products can become
outdated soon after market introduction. These events may occur in the future
and may have a material adverse effect on future revenues and operating results.

Competition. The personal computer market is intensely competitive,
subject to strategic alliances of hardware and software companies and
characterized by rapid changes in technology and frequent introductions of new
products and features. The Company's competitors include developers of operating
systems, applications and utility software vendors and personal computer
manufacturers that develop their own software products. The Company's current
software development revenues and profitability are dependent on the viability
of the Microsoft Windows and DOS operating systems. The Company expects to
encounter continued competition both from established companies and from new
companies that are now developing, or may develop, competing products. Many of
the Company's existing and potential competitors have financial, marketing and
technological resources significantly greater than those of the Company.

9
11

The Company anticipates that the type and level of competition experienced
to date will continue and may increase and that future sales of its software
products will be dependent upon the Company's ability to timely and successfully
develop or acquire new software products or enhanced versions of its existing
products, and to demonstrate to the user a need for the Company's products while
developers of operating systems and competitive software products continue to
enhance their products. To the extent that operating system enhancements,
competitive products or bundling of competitive products with operating systems
or computer hardware reduce the number of users who perceive a benefit from the
Company's products, sales of the Company's software products in the future would
be materially adversely impacted.

Product Returns. Like other manufacturers of package software products,
the Company is exposed to the risk of product returns from distributors and
reseller customers. Although the Company believes that it provides adequate
allowances for returns, there can be no assurance that actual returns in excess
of recorded allowances will not result in a material adverse effect on business,
operating results and financial condition.

Dependence on and Intense Competition for Key Personnel. Recruitment of
personnel in the computer software industry is highly competitive. The Company's
success in this product area depends to a significant extent upon the
performance of its executive officers and other key personnel. The loss of the
services of key individuals could have a material adverse effect on the Company.
The Company's future success will depend in part upon its continued ability to
attract and retain highly qualified personnel. There can be no assurance that
the Company will be successful in attracting and retaining such personnel.

Patents and Proprietary Information. The Company provides its products to
end users under a nonexclusive, nontransferable license. Under the Company's
current form of software license agreement, software is to be used solely for
internal operations on designated computers at specified sites. The ability of
software companies to enforce such licenses has not been finally determined and
there can be no assurance that misappropriation will not occur.

The extent to which United States and foreign intellectual property laws
(including copyright and patent laws) protect software as well as the
enforceability of end user licensing agreements has not been fully determined.
In addition, changes in the interpretation of intellectual property laws could
expand or reduce the extent to which the Company or its competitors are able to
protect their software and related intellectual property.

Because the computer industry is characterized by technological changes,
the policing of the unauthorized use of computer software is a difficult task.
Software piracy is expected to continue to be a persistent problem for the
software industry. Despite steps taken by the Company to protect its software
products, third parties still may make unauthorized copies of the Company's
products for their own use or for sale to others. These concerns are
particularly acute in certain international markets. The Company believes that
the knowledge, abilities and experience of its employees, its timely product
enhancements and upgrades and the availability and quality of its support
services provided to users are more significant factors in protecting its
software products than protection afforded by intellectual property laws.

DEPENDENCE ON SENIOR MANAGEMENT

The success of the Company is largely dependent upon the efforts,
direction, and guidance of its senior management. Although it has entered into
employment and noncompetition agreements with certain of its executive officers,
the Company's continued growth and success also depends in part on its ability
to attract and retain qualified managers and on the ability of its executive
officers and key employees to manage its operations successfully. The loss of
John H. Sykes, providesChairman of the Board, President and Chief Executive Officer, or
the Company's inability to attract, retain or replace key management personnel
in the future, could have a material adverse effect on it. See "Management."

CONTROL BY PRINCIPAL SHAREHOLDER; ANTI-TAKEOVER CONSIDERATIONS

As of the date of this Prospectus, John H. Sykes, the Company's Chairman of
the Board, President and Chief Executive Officer, beneficially owns
approximately 47.4% of the Company's outstanding Common

10
12

Stock. As a result, Mr. Sykes retains significant voting power with respect to
the election of the Company's directors and the outcome of other matters
requiring shareholder approval. The voting power of Mr. Sykes, together with the
staggered Board of Directors and the anti-takeover effects of certain provisions
contained in both the Florida Business Corporation Act and in the Company's
Articles of Incorporation and Bylaws (including, without limitation, the ability
of the Board of Directors to issue shares of Preferred Stock and to fix the
rights and preferences thereof), may have the effect of delaying, deferring or
preventing an unsolicited change in the control of the Company, which may
materially adversely affect the market price of the Common Stock or the ability
of shareholders to participate in a transaction in which they might otherwise
receive a premium for their shares. See "Description of Capital Stock."

VOLATILITY OF STOCK PRICE

The Common Stock has experienced significant volatility since the Company's
initial public offering in April 1996. The market for securities of technology
companies historically has been more volatile than the market for stocks in
general. The trading of the Common Stock may be subject to wide fluctuations in
response to quarter-to-quarter variations in operating results, announcement of
recent developments or new products by the Company or its competitors, changes
in other conditions or trends in the Company's industry or in the industries of
any of the Company's significant customers, changes in securities analysts'
estimates of the Company's future performance or that of its competitors or its
industry, and other events or factors. In addition, the stock market has from
time to time experienced extreme price and volume fluctuations that have
particularly affected the market price for many technology companies and that
often have been unrelated to the operating performance of these companies. These
broad market fluctuations may materially adversely affect the market price of
the Common Stock. Sales of shares of Common Stock in the public market under
Rule 144, or pursuant to registration statements, under the Securities Act of
1933, as amended (the "Securities Act") or otherwise, or the perception that
such sales could occur, may materially adversely affect prevailing market prices
of the Common Stock. See "Price Range of Common Stock" and "Underwriting."

DIVIDEND POLICY

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PRICE RANGE OF COMMON STOCK

The Common Stock is quoted on the Nasdaq National Market under the symbol
"SYKE." The following table sets forth the high and low sales prices for the
Common Stock as reported on the Nasdaq National Market for the quarterly periods
indicated (after adjustment for a 3-for-2 stock split effected on July 28, 1996
and a 3-for-2 stock split effected May 19, 1997).

HIGH LOW
---- ---

YEAR ENDED DECEMBER 31, 1996
Second Quarter (commencing April 30, 1995)................ $24 3/16 $13 11/16
Third Quarter............................................. 32 1/2 16 3/4
Fourth Quarter............................................ 35 3/8 23 11/16
YEAR ENDED DECEMBER 31, 1997
First Quarter............................................. $30 3/16 $16 5/16
Second Quarter............................................ 28 3/4 17
Third Quarter............................................. 32 19 3/4
Fourth Quarter............................................ 27 5/8 16 7/8
YEAR ENDING DECEMBER 31, 1998
First Quarter............................................. $25 $17
Second Quarter (through May 28,1998)...................... 22 1/2 19 1/4

The last reported sale price of the Common Stock on the Nasdaq National
Market on May 28, 1998 was $20 7/8 per share. As of May 28, 1998, there were
approximately 200 holders of record of the Common Stock.

The Company issued a total of 2,712,728 shares of Common Stock in
connection with (i) its acquisition in 1996 of Datasvar Support AB ("Datasvar")
and DiagSoft, Inc. ("DiagSoft") and (ii) the Telcare, TAS I and TAS II
acquisitions in 1997. Of these shares, 814,770 shares were sold by selling
shareholders of Datasvar and DiagSoft on October 31, 1996 in connection with the
Company's secondary offering. Upon completion of such sale, the former
shareholders of Datasvar and DiagSoft held 567,958 shares of Common Stock, which
shares, to the extent not already sold by such holders, are eligible for sale
pursuant to Rule 144 under the Securities Act. Subsequently, the Company has
registered for sale under the Securities Act 665,000 shares of Common Stock for
the former shareholders of Telcare, TAS I and TAS II. Of the remaining 665,000
shares of Common Stock issued to such for former shareholders, 375,000 of such
shares will become eligible for sale pursuant to Rule 144 under the Securities
Act on June 16, 1998 and the remaining 290,000 shares will become so eligible on
September 25, 1998.

DIVIDEND POLICY

The Company has never declared nor paid any cash dividends on the Common
Stock. The Company currently anticipates that all of its earnings will be
retained for development and expansion of the Company's business and does not
plan to pay any cash dividends in the foreseeable future. Any future
determination to pay cash dividends will be at the discretion of the Board of
Directors and will be dependent upon the Company's financial condition, results
of operations, capital requirements, and such other factors as the Board of
Directors deems relevant.

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CAPITALIZATION

The following table sets forth the current portion of long-term debt and
the consolidated capitalization of the Company at March 31, 1998. This table
should be read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Company's Consolidated
Financial Statements and the notes thereto contained elsewhere in this
Prospectus or incorporated herein by reference.

AT MARCH 31, 1998
-----------------
(IN THOUSANDS)

Current installments of long-term debt...................... $ 1,141
Long-term debt, less current portion........................ 2,009
--------
Total debt........................................ 3,150
--------
Shareholders' equity:
Preferred Stock, $0.01 par value, 10,000,000 shares
authorized; no shares issued and outstanding........... --
Common Stock, $.01 par value, 200,000,000 shares
authorized; 39,129,986 shares issued and outstanding... 391
Additional paid-in capital................................ 133,610
Retained earnings......................................... 15,635
Unrealized gain on securities, net of taxes............... (3,603)
Accumulated foreign currency translation adjustments...... (3,475)
--------
Total shareholders' equity........................ 142,558
--------
Total capitalization.............................. $145,708
========

- ---------------

(1) Excludes 1,144,029 shares of Common Stock issuable upon exercise of
outstanding stock options at a weighted average exercise price of $17.83 per
share.

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SELECTED CONSOLIDATED FINANCIAL DATA

The Balance Sheet Data as of December 31, 1996 and 1997 and the Statement
of Income Data for the years ended December 31, 1995, 1996, and 1997 have been
derived from the Company's Consolidated Financial Statements for such years,
which have been audited by Coopers & Lybrand L.L.P., independent public
accountants and are included elsewhere in this Prospectus. The Balance Sheet
Data as of December 31, 1993, 1994, and 1995 and the Consolidated Statement of
Operations Data for the years ended July 31, 1993 and 1994 and the five months
ended December 31, 1994 have been derived from the Company's Consolidated
Financial Statements for such years, which have been audited by Coopers &
Lybrand L.L.P., independent public accountants but are not included elsewhere in
this Prospectus. The Balance Sheet Date as of March 31, 1998, and the Statement
of Operations Data for the three-month periods ended March 30, 1997 and March
31, 1998 have been derived from the Company's unaudited consolidated financial
statements, which, in the opinion of the Company, reflect all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation
of the results for these periods. The Statement of Operations Data for interim
periods are not necessarily indicative of results for subsequent periods or the
full year. The financial data presented below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and with the Company's Consolidated Financial Statements and the
notes thereto appearing elsewhere in this Prospectus or incorporated herein by
reference.

FIVE MONTHS THREE MONTHS ENDED
YEARS ENDED JULY 31, ENDED YEARS ENDED DECEMBER 31, ---------------------
--------------------- DECEMBER 31, ------------------------------ MARCH 30, MARCH 31,
1993 1994 1994 1995 1996 1997 1997 1998
--------- --------- ------------ -------- -------- -------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)

CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues.......................... $101,588 $104,545 $51,750 $155,957 $218,996 $313,184 $66,597 $89,149
Income from operations(1)......... 3,203 2,984 2,235 7,081 16,936 19,607 7,652 10,033
Net income (loss)(2)(3)........... 1,081 1,144 808 2,714 10,304 5,747 5,147 (1,472)
Net income (loss) per common
share:
Basic........................... $ 0.04 $ 0.04 $ 0.03 $ 0.09 $ 0.30 $ 0.15 $ 0.13 $ (0.04)
Diluted......................... $ 0.04 $ 0.04 $ 0.03 $ 0.09 $ 0.29 $ 0.14 $ 0.13 $ (0.04)
Weighted average shares
outstanding:
Basic........................... 29,945 29,945 29,945 29,945 34,411 38,982 38,858 39,058
Diluted......................... 31,329 31,329 31,329 31,329 35,594 40,253 40,165 40,157

JULY 31, DECEMBER 31, DECEMBER 31, MARCH 30, MARCH 31,
----------------- ------------ ----------------------------- --------- ---------
1993 1994 1994 1995 1996 1997 1997 1998
------- ------- ------------ ------- -------- -------- --------- ---------
(IN THOUSANDS) (UNAUDITED)

CONSOLIDATED BALANCE SHEET DATA:
Working capital........................ $ 5,484 $ 2,920 $ 4,707 $ 271 $109,373 $108,316 $115,861 $ 68,719
Total assets........................... 36,491 48,311 56,953 56,577 214,524 241,663 226,309 211,102
Total long-term debt, less current
installments......................... 4,362 9,779 13,153 9,584 5,178 33,313 12,383 2,009
Total shareholder's equity............. 13,847 12,968 13,764 12,375 144,143 147,787 148,252 142,558

(2) The year ended December 31, 1997 includes $2.8 million of expense associated
with acquisition-related in-process research and development costs related
to an acquisition completed by SHPS.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the Consolidated Financial
Statements, including the notes thereto, included elsewhere or incorporated by
reference in this Prospectus.

OVERVIEW

The Company derives its revenues from providing information technology
support services, fulfillment solutions and translationinformation technology development
services and solutions. Revenues from information technology support services
provided through the IT call centers are recognized as services are rendered.
These services are billed on a fee per call, rate per minute or time and
material basis. Fulfillment services are generally billed on a per unit basis.
Information technology development services and solutions usually are billed on
a time and material basis, generally by the hour, and revenues generally are
recognized as the services are provided. Revenue from software licenses are sold
on a per unit or site basis and are recognized when the related software is
delivered. Revenues from fixed price contracts, generally with terms of less
than one year, are recognized using the percentage-of-completion method. Most of
the Company's revenues are derived from non-fixed price contracts. The Company
has not experienced material losses due to fixed price contracts and does not
anticipate a significant increase in revenues derived from such contracts in the
future.

In 1993, in an effort to capitalize on a trend toward the outsourcing of
information technology services, the Company began providing information
technology support services through the opening of IT call centers while phasing
out its non-information technology services. The phase-out of these services was
substantially completed in 1995.

Direct salaries and related costs include direct personnel compensation,
statutory and other benefits associated with such personnel and other direct
costs associated with providing services to customers. General and
administrative expenses include administrative, sales and marketing, occupancy
and other indirect costs. General and administrative costs incurred in opening
new IT call centers are expensed when incurred. Interest and other income
(expense) consist primarily of interest expense or income and foreign currency
transaction gains and losses. Foreign currency transaction gains and losses
generally result from exchange rate fluctuations on intercompany transactions.
During 1997, the Company entered into the SHPS joint venture and its
multinational customers.proportionate share of the results of this entity are included in the Other
Income section of the Statements of Income.

Grants from local or state governments for the acquisition of property and
equipment are deferred and recognized as income over the corresponding useful
lives of the related property and equipment. The deferred grants, net of
amortization, totaled $12.1 million, $14.1 million, and $13.6 million at
December 31, 1996 and 1997 and March 31, 1998, respectively.

The Company's effective tax rate for the periods presented reflects the
effects of foreign taxes, net of foreign income not taxed in the United States,
nondeductible expenses for income tax purposes and the provision of potential
additional income tax liability resulting from an Internal Revenue Service
examination currently being conducted. The Company believes its reserves for any
liability that may result from this examination are adequate.

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17

RESULTS OF OPERATIONS

The following table sets forth for the periods presented the percentage of
net sales represented by certain items in the Company's Consolidated Statements
of Operations:

THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, ----------------------
--------------------- MARCH 30, MARCH 31,
1995 1996 1997 1997 1998
----- ----- ----- --------- ---------

STATEMENT OF OPERATIONS DATA:
Revenues................................. 100.0% 100.0% 100.0% 100.0% 100.0%
Direct salaries and related costs........ 65.2 61.3 62.4 59.5 62.4
General and administrative(1)(2)......... 30.2 31.0 31.3 29.0 26.3
----- ----- ----- ----- -----
Income from operations.............. 4.5 7.7 6.3 11.5 11.3
Interest and other income (expense)(3)... (1.0) (0.0) (1.0) 0.6 (9.0)
----- ----- ----- ----- -----
Income before income taxes.......... 3.6 7.7 5.3 12.1 2.3
Provision for income taxes(4)............ 1.8 3.0 3.5 4.4 4.0
----- ----- ----- ----- -----
Net income (loss)(1)(2)(3)(4)....... 1.7% 4.7% 1.8% 7.7% (1.7)%
===== ===== ===== ===== =====

- ---------------

(1) Includes non-cash compensation expense of 0.6% related to the grant of stock
options to an executive officer in 1995.

(2) Includes charges associated with the impairment of long-lived assets
pursuant to SFAS No. 121 and one-time merger and related charges of 4.3%
related to the acquisition of McQueen International Limited during the year
ended December 31, 1997.

(3) Includes expense associated with acquired in-process research and
development costs of 0.9% and 9.0% related to acquisitions completed by SHPS
during the year ended December 31, 1997 and the three months ended March 31,
1998, respectively.

(4) Adjusted as if an affiliate of the Company included in the consolidated
financial statements, which was an S corporation for federal income tax
purposes, were subject to income taxes for all periods presented, based on
the tax laws in effect during the respective periods. See Note 16 of Notes
to Consolidated Financial Statements.

Three Months Ended March 31, 1998 Compared to Three Months Ended March 30,
1997

Revenues. For the three months ended March 31, 1998, the Company recorded
consolidated revenues of $89.1 million, an increase of approximately $22.5
million, or 34%, from the $66.6 million of the comparable period of the previous
year. These results reflect an increase in revenues of $12.1 million from
information technology support services provided through IT call centers, an
increase in revenues of $10.9 million from fulfillment services, partially
offset by a decrease of $0.5 million from information technology services and
solutions. The increase in information technology support services revenues was
primarily attributable to an increase in the number of IT call centers providing
services throughout the period and the resultant increase in call volumes from
clients. During the fourth quarter of 1997, the Company opened two new IT call
centers which were fully operational during the first quarter of 1998. The
increase in fulfillment services revenue is primarily associated with an
acquisition completed during the second quarter of 1997 by McQueen, which was
accounted for utilizing the purchase method of accounting. The decrease in
information technology services and solutions was primarily attributable to the
decrease in software sales.

Direct Salaries and Related Costs. Direct salaries and related costs
increased approximately $16.0 million to $55.6 million, or 40%, in the three
month period in 1998 from $39.6 million in the comparable period in 1997. As a
percentage of revenues, direct salaries and related costs increased to
approximately 62% in the 1998 quarter from approximately 60% from the same
quarter in 1997. The increase in the amount of direct salaries and related costs
was primarily attributable to the change in the Company's mix of business
associated with the McQueen acquisition and the addition of personnel to support
revenue growth.

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General and Administrative. General and administrative expenses increased
approximately $4.2 million to $23.5 million, or 22%, in the 1998 period, from
$19.3 million during the same period in 1997. As a percentage of revenues,
however, general and administrative expenses decreased to 26% in 1998 from 29%
in 1997. The increase in the amount of general and administrative expenses was
primarily attributable to the addition of management, sales and administrative
personnel to support the Company's growth. The decrease as a percentage of
revenues resulted from economies of scale associated with spreading costs over a
larger revenue base.

Interest and Other Expense. Interest and other expense was $8.0 million
during the first quarter of 1998 from interest and other income of $0.4 million
during the comparable 1997 period. As a percentage of revenues, interest and
other expense was approximately 9% in 1998 from interest and other income of 1%
in 1997. The increase in interest and other expense was primarily attributable
to the occurrence of approximately $8.0 million of acquisition-related
in-process research and development costs associated with the acquisitions
completed by SHPS, which was recorded as other expense. During 1998, the Company
repaid approximately $33.2 million of outstanding debt.

Provision for Income Taxes. The provision for income taxes increased to
$3.6 million in the first quarter of 1998 from $2.9 million in 1997, however, as
a percentage of revenue, decreased to 4.0% during the 1998 period when
contrasted to approximately 4.4% for the comparable 1997 period. The Company's
marginal tax rate increased to 171% from 36% during the first quarter of 1997
primarily as a result of nondeductible in-process research and development costs
associated with the acquisitions completed by SHPS.

Net Income. As a result of the foregoing, net income inclusive of special
one-time charges decreased to a loss of $1.5 million in the first quarter of
1998 from net income of $5.1 million in the same period in 1997. Net income
exclusive of the $8.0 million associated with acquisition-related in-process
research and development would have been $6.5 million for the three months ended
March 31, 1998.

Year Ended December 31, 1997 Compared To Year Ended December 31, 1996

Revenues. Revenues increased $94.2 million, or 43.0%, to $313.2 million in
1997 from $219.0 million in 1996. These results reflect an increase in revenues
of $44.5 million from fulfillment services, an increase in revenues of $40.8
million from information technology support services provided through IT call
centers and an increase in revenues of $8.9 million from information technology
services and solutions. At the completion of 1997, information technology
support services, fulfillment services and information technology services and
solutions accounted for 48.4%, 27.3%, and 24.3%, respectively, of the Company's
consolidated revenues, as compared to 50.5%, 18.8% and 30.7%, respectively in
1996.

The increase in fulfillment services revenue is primarily associated with
an acquisition completed in 1997 by McQueen accounted for utilizing the purchase
method of accounting. Sykes acquired McQueen in the fourth quarter of 1997
utilizing the pooling-of-interests method of accounting. The increase in
information technology support services revenues was primarily attributable to
an increase in the number of IT call centers providing services throughout the
period, the addition of several significant customers since the beginning of
1996, and the resultant increase in call volumes from clients. During 1996, the
Company opened three new IT call centers which were fully operational throughout
1997, and opened three additional centers in 1997. The increase in revenues for
information technology services and solutions was primarily attributable to the
increase in hours billed to customers for professional services when compared to
the prior period.

Direct Salaries and Related Costs. Direct salaries and related costs
increased $61.2 million, or 45.6%, to $195.4 million in 1997 from $134.2 million
in 1996. As a percentage of revenues, direct salaries and related costs
increased to 62.4% in 1997 from 61.3% in 1996. The increase in the amount of
direct salaries and related costs was primarily attributable to the change in
the Company's mix of business associated with the McQueen acquisition referenced
above and the addition of personnel to support revenue growth.

General and Administrative. General and administrative expenses increased
$30.3 million, or 44.7%, to $98.1 million in 1997, inclusive of special one-time
charges, from $67.8 million in 1996. As a percentage of revenues, and inclusive
of special one-time charges, general and administrative expenses remained
relatively

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constant at 31% in 1997 and 1996. The increase in the amount of general and
administrative expenses was attributable to the occurrence of special one-time
charges identified below. General and administrative expenses exclusive of $13.4
million of charges associated with the impairment of long-lived assets pursuant
to SFAS No. 121 and one-time merger and related charges associated with the
Company's acquisition of McQueen, increased $16.9 million, or 24.9%, to $84.7
million, or 27.0% of revenue. The decrease as a percentage of revenues resulted
from economies of scale associated with spreading costs over a larger revenue
base.

Interest and Other Expense. Interest and other expense increased to $3.0
million during 1997 from $0.1 million during 1996. As a percentage of revenues,
interest and other expense was 1.0% in 1997 compared to less than 0.5% in 1996.
The increase in interest and other expense was primarily attributable the
occurrence of approximately $2.8 million of acquisition related in-process
research and development costs, which was recorded as other expense and an
increase in the Company's debt position as a result of the acquisition of
McQueen completed during 1997, partially offset by interest income earned on
available funds realized from the Company's public offerings.

Income Taxes. Income taxes increased $4.4 million, or 67.7%, to $10.9
million during 1997 from $6.5 million during 1996, and increased as a percentage
of revenues to 3.5% from 3.0%, respectively. This increase was attributable to
the significant increase in the amount of income before income taxes and in
income before income taxes as a percentage of revenues. However, the Company's
marginal tax rate increased to 65% during 1997 primarily as a result of
nondeductible expenses being a significantly higher percentage of income before
income taxes. These nondeductible expenses consisted primarily of goodwill and
in-process research and development costs.

Net Income. As a result of the foregoing, net income inclusive of special
one-time charges decreased to $5.7 million in 1997 from $10.3 million in 1996.
Net income for 1997 exclusive of the $13.4 million of charges associated with
the impairment of long-lived assets pursuant to SFAS No. 121 and one-time merger
and related charges, and exclusive of the $2.8 million associated with
acquisition related in-process research and development would have been $21.9
million.

Year Ended December 31, 1996 Compared To Year Ended December 31, 1995

Revenues. Revenues increased $63.0 million, or 40.4%, to $219.0 million in
1996 from $156.0 million in 1995. These results reflect an increase in revenues
of $48.3 million from information technology support services provided through
IT call centers, an increase in revenues of $15.8 million from information
technology services and solutions, and a $3.0 million increase in revenues from
fulfillment services, partially offset by a $4.1 million reduction in revenues
from non-information technology services that were substantially phased out in
1995. At the completion of 1996, information technology support services,
fulfillment services and information technology services and solutions accounted
for 50.5%, 18.8% and 30.7%, respectively, of the Company's consolidated
revenues, as compared to 39.9%, 24.5% and 35.6%, respectively, in 1995.

The increase in information technology support services revenues was
primarily attributable to an increase in the number of IT call centers providing
services throughout the period, the addition of several significant customers
since 1995 and the resultant increase in call volumes from clients. During the
fourth quarter of 1995, the Company opened two new IT call centers which were
fully operational throughout 1996, and opened three additional centers in 1996.
In addition, the Company had added 36 customers in its information technology
support services since the beginning of 1995, giving it 58 customers that
utilized these services as of December 31, 1996. The increase in revenues for
information technology services and solutions was primarily attributable to the
increase in hours billed to customers for professional services when compared to
the prior period. The increase in revenues for fulfillment services was
primarily attributable to an increase in orders from the Company's largest
customer.

Direct Salaries and Related Costs. Direct salaries and related costs
increased $32.5 million, or 32.0%, to $134.2 million in 1996 from $101.7 million
in 1995. As a percentage of revenues, however, direct salaries and related costs
decreased to 61.3% in 1996 from 65.2% in 1995. The increase in the amount of
direct salaries and related costs was attributable to the addition of personnel
to support revenue growth. The decrease as a

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20

percentage of revenues resulted from economies of scale associated with
spreading costs over a larger revenue base and the continued change in the
Company's mix of business reflecting the growth of information technology
support services as a percentage of consolidated results.

General and Administrative. General and administrative expenses increased
$20.6 million, or 43.6% to $67.8 million in 1996 from $47.2 million in 1995. As
a percentage of revenues, general and administrative expenses increased to 31.0%
in 1996 from 30.3% in 1995. The increase in the amount of general and
administrative expenses was primarily attributable to the addition of management
and administrative personnel to support the Company's growth and depreciation
expenses associated with facility and capital equipment expenditures incurred in
connection with the IT call centers.

Interest and Other Expense. Interest and other expense decreased to $0.1
million during 1996 from $1.5 million during 1995. As a percentage of revenues,
interest and other expense was less than 0.5% in 1996 from interest and other
expense of 0.9% in 1995. The decrease was primarily attributable to a reduction
of interest expense as a result of certain debt repayments from proceeds
realized from the Company's public offerings completed during 1996.

Income Taxes. Income taxes increased $3.6 million, or in excess of 100.0%,
to $6.5 million during 1996 from $2.9 million during 1995, and increased as a
percentage of revenues to 3.0% from 1.8%, respectively. This increase was
attributable to the significant increase in the amount of income before income
taxes and in income before income taxes as a percentage of revenues. However,
the Company's marginal tax rate decreased to 38.6% during 1996 primarily as a
result of nondeductible expenses being a lower percentage of the larger income
before income taxes and tax-exempt interest income earned during the year.

Net Income. As a result of the foregoing, net income increased to $10.3
million in 1996 from $2.7 million in 1995.

QUARTERLY RESULTS

The following tables present certain unaudited statements of income for
each of the eight quarters in the period ending March 31, 1998. This data has
been derived from unaudited consolidated financial statements, which, in the
opinion of the Company, reflect all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation thereof. This data is not,
however, necessarily indicative of the Company's future performance.

QUARTER ENDED
-------------------------------------------------------------------------------------
1996 1997 1998
------------------------------ ----------------------------------------- --------
JUNE 30 SEP. 29 DEC. 31 MAR. 30 JUNE 29 SEP. 28 DEC. 31 MAR. 31
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Revenues.................................. $50,252 $52,155 $64,791 $66,597 $79,224 $79,802 $87,561 $89,149
Direct salaries and related costs......... 30,592 32,935 39,285 39,639 49,618 50,828 55,364 55,644
General and administrative(1)(2).......... 15,625 16,358 20,518 19,306 32,620 21,606 24,595 23,472
------- ------- ------- ------- ------- ------- ------- -------
Income (loss) from operations(1)(2)..... 4,035 2,862 4,988 7,652 (3,014) 7,368 7,602 10,033
Interest and other income (expense)(3).... (108) 84 260 442 152 84 (3,662) (7,951)
------- ------- ------- ------- ------- ------- ------- -------
Income before income taxes(1)(2)........ 3,927 2,946 5,248 8,094 (2,862) 7,452 3,940 2,082
Income taxes(4)........................... 1,811 1,262 2,026 2,947 2,695 2,702 2,532 3,554
------- ------- ------- ------- ------- ------- ------- -------
Net income (loss)(1)(2)(4).............. $ 2,116 1,684 $ 3,222 $ 5,147 $(5,557) 4,750 $ 1,408 $(1,472)
======= ======= ======= ======= ======= ======= ======= =======
Net income (loss) per share............. $ 0.06 $ 0.04 $ 0.08 $ 0.13 $ (0.14) $ 0.12 $ 0.04 $ (.04)
Total diluted shares.............. 35,686 37,552 39,251 40,165 40,326 40,299 40,222 40,157

- ---------------

(1) The quarter ended June 29, 1997, includes $10.4 million of charges
associated with the impairment of long-lived assets pursuant to SFAS No.
121. Exclusive of such charges, income from operations, income before income
taxes, net income and net income per diluted share would have been
approximately $7.4 million, $7.5 million, $4.8 million and $0.12,
respectively.

(2) The quarter ended December 31, 1997, includes $3.1 million of one-time
merger and related charges associated with the acquisition of McQueen.
Exclusive of such charges and the expense referenced in (3) below, income
from operations, income before income taxes, net income and net income per
diluted share would have been approximately $13.4 million, $9.8 million,
$7.3 million and $0.18, respectively.

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(3) The quarters ended December 31, 1997 and March 31, 1998 includes $2.8
million and $8.0 million, respectively, of expense associated with
acquisition-related in-process research and development cost.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are equity offerings, cash flows
from operations and available borrowings under its credit facility. The Company
has utilized these proceeds and the balance of the funds available from its
equity offerings to make additional capital expenditures associated primarily
with its information technology support services, to repay debt associated with
entities it has acquired subsequent to the public offerings, to acquire interest
in and provide capitalization to SHPS' entry into the healthcare service
industry, invest in technology applications to further the Company's service
offerings, and for working capital and general corporate purposes. In addition,
the Company intends similar uses from the balance of its funds, including
possible additional acquisitions. Pending any such use, the Company will invest
the balance of its funds in short-term, investment-grade securities or money
market instruments.

During February 1998, the Company entered into a new $150.0 million
syndicated facility which provides for multi-currency lending. This new facility
accrues borrowings at tiered levels between 75 and 175 basis points above listed
LIBOR pursuant to a defined ratio calculation within the agreement. The
facility, which matures in February 2001, contains certain financial covenants
associated with debt, leverage and coverage ratios and capital expenditures and
acquisitions as defined by the agreement.

During the three month period ended March 31, 1998, the Company generated
approximately $8.2 million in cash, net, from operations. The Company utilized
these funds and its available cash and cash equivalents to fund $33.2 million of
repayments of debt, $12.0 million of additional investment in a joint venture
and $5.7 million of capital expenditures. The debt repayments were associated
with assumed debt levels resulting from certain acquisitions the Company
completed during 1997. During the first quarter of 1998, the Company funded
approximately $12.0 million of additional capital in the SHPS joint venture. The
capital equipment expenditures were predominately the result of the Company's
continued expansion, both domestically and internationally, in providing
technical product support services.

During 1997, the Company generated approximately $19.6 million in cash, net
from operating activities. The combination of these funds with the $3.0 million
received from issuance of common stock, $2.0 million received from grants
associated with the construction of its eighth domestic IT call center and
available cash and cash equivalents, were used in 1997 to fund $21.8 million of
capital expenditures, $8.0 million in marketable security investments, $5.4
million in repayment of debt, $5.1 million of investments in a joint venture and
$1.8 million to make an acquisition. The capital equipment expenditures were
predominantly the result of the Company's continued expansion, both domestically
and internationally, in providing information technology support services.
During 1997, the Company constructed its eighth domestic IT call center,
outfitted another and funded the expansion and enhancement of the technology
base from which services are provided. Internationally, the Company opened two
new IT call centers, expanded four other call centers and also enhanced its
technology base. As a result of the Company's expansion and continued
integration of its 1997 acquisitions, it is anticipated that 1998 capital
expenditures will approximate $20 million. The debt repayments were associated
with assumed debt levels resulting from certain acquisitions the Company
completed during 1997. Also in 1997, the Company was involved in the formation
of the SHPS joint venture. During 1997, the Company funded approximately $5.1
million and has committed another $12.4 million for its share of the
capitalization of this organization.

During 1997, the Company acquired Info Systems of North Carolina, Inc.,
Telcare Gesellschaft fur Telekommunikations-Mehrwertdieste mbH, TAS
Telemarketing Gesellschaft fur Kommunikations und Dialog mbH, TAS Hedi Fabinyi
GmbH, and McQueen International Limited. The aggregate purchase price for these
acquisitions was approximately 6,020,000 shares of the Company's Common Stock
plus assumed

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debt, and were accounted for using the pooling-of-interests method of
accounting. In addition, the Company also acquired the stock of Traffic and
related assets for $1.8 million in cash and accounted for the acquisition
utilizing the purchase method of accounting. In the aggregate, the acquisitions
expanded the Company's geographical presence in Europe and expanded the service
offerings that the Company provides. Pursuant to the acquisitions, the Company
assumed $36.3 million in debt in the year ended December 31, 1997.

During 1996, the Company generated approximately $0.6 million in cash, net,
from operations. The Company has used these funds plus a portion of its $111.2
million proceeds from its public offerings, together with $5.6 million received
as incentive grants from local and state governmental agencies, to fund $23.1
million of capital expenditures in 1996 predominantly to construct and outfit
three new IT call centers.

During 1996, the Company increased its European technical support presence
and acquired additional sophisticated information technology capabilities to
enhance its technical support services through the acquisitions of Datasvar
Support AB and DiagSoft, Inc. The purchase price for these acquisitions was
approximately 1.4 million shares of the Company's Common Stock, and such
acquisitions were accounted for using the pooling-of-interests method of
accounting.

The Company believes that its current cash levels, accessible funds under
its credit facilities and cash flows from future operations, will be adequate to
meet its continued expansion objectives, anticipated levels of capital
expenditures and debt repayment requirements, including those that may be
required pursuant to the integration of its acquisitions, for the foreseeable
future.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financing Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income," which is effective for periods ending
after December 15, 1998. This statement establishes standards for computing and
presenting comprehensive income which includes translation adjustments. In June
1997, FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," which is also effective for periods ending after December
15, 1998. This statement establishes additional disclosure requirements for
business segments. Management is currently assessing the future period impact of
SFAS No. 130 and 131 on the Company's presentation of results of operations,
changes in shareholders' equity and segment disclosures.

YEAR 2000

The Company has evaluated the Year 2000 impact on its internal financial
and operational systems. The Company has made a preliminary determination that
it should not incur significant costs to make its software programs and
operating systems Year 2000 compliant. In addition, the Company is in the
process of determining whether other companies with whom the Company does
business are Year 2000 compliant.

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BUSINESS

GENERAL

Sykes is a global provider of a wide array of information technology ("IT")
outsourcing services, including information technology support services,
information technology development services and solutions, and software
fulfillment. The Company's services are provided at various stages during the
life cycle of computer hardware and software products. Through its
state-of-the-art IT call centers, the Company provides services to leading
computer hardware and software companies by providing technical support services
to end users of their products, and to major companies by providing corporate
help desk and other support services. The Company also maintains 20 branch
offices located in metropolitan areasprovides fulfillment
services to computer hardware and software companies including design,
replication, material integration, packaging and distribution. In addition,
through its staff of the United States, Europe, Africa and
The Philippines, givingtechnical professionals, the Company provides software
development and related services to large corporations, on a contract or
temporary staffing basis, including software design, development, integration
and implementation; systems support and maintenance; and documentation, foreign
language translation and software localization. The integration of these
services provides the abilityCompany's customers the opportunity to offeroutsource a broad
range of professionaltheir information technology services needs to the Company.

In 1993, in an effort to capitalize on the trend toward outsourcing
information technology services, the Company focused its strategic direction
exclusively on the information technology services marketplace and broadened its
array of services. Pursuant to this strategy, the Company began providing
information technology support services by opening IT call centers. Revenues
from information technology support services have grown rapidly through the
opening of two domestic IT call centers in 1994, two in 1995, three in 1996, and
one in 1997. In addition, the Company has begun construction of a new domestic
IT call center in Manhattan, Kansas, which the Company expects to be fully
operational in 1998. The domestic IT call centers are stand-alone facilities,
each modeled after the same prototype. The Company's strategy of locating its
domestic IT call centers in smaller communities, typically near a college or
university, has enabled the Company to benefit from a relatively low cost
structure and a technically proficient, stable work force. In addition to its
domestic call centers, internationally the Company has opened one call center in
1994 and two during 1997. Additional international IT call centers were obtained
as part of the Company's acquisitions, of which one was acquired during 1996 and
eight were acquired during 1997. The Company estimates that its IT call centers
have the capacity to process in excess of 140,000 calls per day in the
aggregate, up from 7,000 calls per day in January 1994, from users of hardware
and software products seeking technical assistance.

The Company believes that outsourcing by information technology companies
and companies with information technology needs will continue to grow as
increasing competition encourages businesses to focus on their core competencies
rather than non-revenue producing activities. Rapid technological changes,
significant capital requirements for state-of-the-art technology, and the need
to integrate and update complex information technology systems spanning multiple
generations of hardware and software components make it increasingly difficult
for businesses to cost-effectively maintain quality information technology
services in-house. To capitalize on this trend toward outsourcing, the Company
has developed a strategy that includes the following elements: (i) expand
information technology support services revenues through additional IT call
centers; (ii) market the Company's expanded customer care services to existing
customers to position Sykes to become a preferred vendor of outsourced services;
(iii) establish a competitive advantage through the Company's sophisticated and
specialized technological capabilities; and (iv) expand its international
customer base through strategic alliances and selective acquisitions.

INDUSTRY BACKGROUND

In today's rapidly changing technological environment, consumers and
businesses require a variety of information technology services in order to
effectively use and manage their complex information technology systems,
including technical support, software development and information systems
integration and management. Many companies' computer systems incorporate a
variety of hardware and software components that may span a number of technology
generations. For example, a company may use client/server systems or mainframe
or midrange hardware platforms running a variety of operating systems, software
applications and

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24

relational databases. Information technology services have become much more
important in this environment as information technology departments strive to
integrate a company's information processing capabilities into a single system
while providing the flexibility to change with technological innovations.

These technological changes are making it increasingly difficult and
expensive for companies to maintain in-house the necessary personnel to handle
all of their information technology needs. Hardware and software companies, as
well as businesses utilizing their products, are increasingly turning to third
party vendors to perform specialized functions and services. Outsourcing of (i)
product support functions by leading hardware and software companies, (ii)
employee help desk functions by major companies, and (iii) other information
technology services such as software design and systems integration and
management, is growing rapidly because of the following factors:

- Increasing need for companies to focus on core competencies rather than
non-revenue producing activities;

- Rapid technological changes requiring personnel with specialized
technical expertise;

- Growing capital requirements for sophisticated technology necessary to
provide timely product support and help desk functions;

- Increasing need to integrate and continually update complex systems
incorporating a variety of hardware and software components spanning a
number of technology generations;

- Extensive and ongoing staff training and associated costs required to
maintain responsive, up-to-date in-house technical support and
information technology services; and

- Cost savings from converting fixed employee costs to flexible, variable
costs.

In the face of rapid technological change, large corporations also find it
increasingly difficult and expensive to service all of their own information
technology needs through in-house personnel.

As the outsourcing of technical product support, help desk and other
information technology services has gained acceptance, many companies also are
seeking to consolidate the number of vendors that provide them with these
services. Accordingly, providers of information technology outsourcing services
must offer a wide array of services to maintain a preferred vendor relationship
with their customers. The Company believes its broad range of services will
allow it to capitalize on this trend.

STRATEGY

The Company's objective is to continue its growth and to become a leading
provider of a wide variety of information technology outsourcing services by
being responsive to and providing skilled personnel for its clients' long-term
outsourcing needs. The Company's principal strategies for achieving this
objective are as follows:

Expand Through Systematic Addition of IT Call Centers. The Company
has grown utilizing a strategy of both internal growth and external
acquisitions. This plan has resulted in an increase from three IT call
centers in 1994 to 20 IT call centers as of the date of this Prospectus.
The Company has built six domestic IT call centers between October 1995 and
September 1997 and a new domestic IT call center currently is under
construction. Acquisitions have included one IT call center acquired
through the Datasvar acquisition, one IT call center acquired through the
Telcare acquisition, three IT call centers acquired through the TAS
acquisitions, and four IT call centers acquired through the McQueen
acquisition. In addition, the Company has expanded its international
operations through the IT call centers added in Sunninghill, South Africa
and Les Ulis, France during 1997. The Company's IT call centers currently
have the capacity to handle up to approximately 36 million calls per year.
Sykes has systematized the establishment and ongoing operation of its
domestic IT call centers by: (i) locating the centers in smaller
communities, near a college or university, with a relatively low cost
structure and a technically proficient, stable work force; (ii)
constructing the IT call centers modeled after the same prototype; (iii)
utilizing standardized procedures to hire and train technicians; and (iv)
maintaining

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25

consistently responsive, high quality services through call monitoring and
tracking technology and other quality assurance procedures. The Company's
systematic approach and procedures are part of its strategy of providing
responsive, high quality support at a lower cost than the Company's
competitors.

Position Sykes as a Preferred Vendor. The Company intends to
cross-market its expanded array of information technology services to
existing customers and to continue to provide consistently high quality
services to new and existing customers in order to position the Company as
a preferred vendor of outsourced services. The Company believes that its
ability to work in partnership with its customers during the life cycle of
their information technology products and systems, from software design and
systems implementation, through technical documentation and foreign
language translation, to product fulfillment including packaging and
distribution, to end user technical product support, gives it a competitive
advantage to become the provider of choice to its customers. The Company
has expanded the services it provides, such as help desk, diagnostic
support services and fulfillment, through its existing relationships with
Fortune 500 companies, particularly those customers using the Company's
services to satisfy all or part of their information technology development
services and solutions needs.

Capitalize on Sophisticated Technology. The Company seeks to
establish a competitive advantage by continuing to capitalize on its
sophisticated and specialized technological capabilities, including PBX
switches, automatic call distributors, call tracking software and
computer-telephone integration. These capabilities allow its IT call
centers to serve as the transparent extension of the Company's customers,
receive telephone calls and data directly from its customers' systems, and
report detailed information concerning the status and results of the
Company's services on a local basis,daily basis. The Company's sophisticated technology
and respondsystems, which the Company is able to changingupgrade periodically because of
their open architecture, enable the Company to provide high response rates
at a low cost per transaction.

The Company's strategy is to continue to develop or acquire other
technologies that complement its technical product support functions. For
example, the Company intends to integrate the capabilities of it's
sophisticated diagnostic proprietary software with Sykes IT call centers to
further enhance the efficiency and quality of the Company's information
technology support services, and believes that enhancements to this
software will enable it to access and offer information technology support
services directly to the home and small business markets.

Growth Through Strategic Alliances. The Company intends to expand its
customer base, geographic presence and the information technology services
Sykes provides by seeking to form strategic alliances with other
information technology service providers, particularly those who do not
provide labor intensive technical support. For example, information
technology services providers such as systems integrators increasingly are
seeking partners to whom they can outsource the help desk requirements of
their customers. The Company continues to actively seek help desk contracts
with such providers.

Growth Through Selective Acquisitions. The Company intends to
continue to acquire complementary businesses to increase market demands
in each geographical area served. Each branch office is responsible for staffing
the professional personnel needs of customers withinshare,
expand its services, enter key industry sectors and expand its geographic
regionpresence. The Company has completed eight such strategic acquisitions since
its initial public offering in April 1996. The Company believes it can
expand the scope and customers referred from other branch offices based on specialized needs.quality of its information technology support services
by acquiring companies with IT call centers in international markets which
provide quality technical support for leading computer hardware and
software companies, as well as companies which enhance its ability to
provide such services. The Company further believes that significant
opportunities exist to acquire organizations that provide information
technology services within the Company's strategic focus of emerging
technology industries, such as banking and telecommunications industries in
which the Company primarily does not currently compete. The information
technology services industry is highly fragmented. Many of these local
firms may be attractive acquisition candidates because they would enable
the Company to expand existing service offerings or open new geographic
offices.

The Company believes the majority of its growth is attributable to its
opening of additional IT call centers and the execution of its acquisition
strategy. There can be no assurance, however, that the Company will continue to
experience the same level of success in the opening of additional IT call
centers or that it will be

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able to find suitable entities which will enable it to continue the execution of
its acquisition strategy. See "Risk Factors -- Ability to Manage Growth. See
"Risk Factors -- Ability to Manage Growth."

RECENT ACQUISITIONS AND ALLIANCES

During 1997, Sykes increased its services and expanded its customer base
through strategic acquisitions of Traffic, N.V. ("Traffic") of Brussels,
Belgium, on January 1, 1997, Telcare Telekommunikations--MehrwertdiesteTelekommunikations -- Mehrwertdieste mbH
("Telcare") of Wilhelmshaven, Germany, on June 16, 1997, TAS Telemarketing
Gesellschaft fur Kommunikation und Dialog mbH ("TAS I") of Bochum, Germany on
September 25, 1997, TAS Hedi Fabinyi GmbH ("TAS II) of Stuttgart, Germany on
September 25, 1997, and McQueen International Limited ("McQueen") of Galashiels,
Scotland
("McQueen") on December 31, 1997. With the acquisition of McQueen, Sykes has grown
to an organization of more than 6,500 employees across 40 worldwide locations,
providing IT support services at all stages in the life cycle of their products
and services--fromservices -- from initial development to documentation and training to
end-user support. Sykes also provides diagnostic capabilities and retail
software applications and support for back-office and point-of-sale customers.

Sykes also expanded its services and increased its IT call center
capabilities through strategic alliances. By combining technology acquired in
1996 with technology developed jointly pursuant to its May 1997 alliance with
SystemSoft Corporation, a leading vendor of remote diagnostic tools for software
products, Sykes has introduced electronic technical support center ("ETSC")
services that integrate hardware and software diagnostics with call avoidance
capabilities. The Company's ETSC diagnostic tools provide a comprehensive
solution for end users of computer hardware and software products. Through its
ETSC services, end users can (i) work with ana Sykes call center agent to expedite
problem resolution utilizing communications protocols that allow for voice and
data communications over a single telephone line, (ii) forward a request for
assistance from ana Sykes call center agent via the internet, or (iii) diagnose
and solve their technical hardware or software problems without the assistance
of an Sykes call center agent. The Company believes that its ETSC services will
provide it direct access to broader markets, including post-warranty support
services for home and small business users.

In addition to ETSC services, Sykes expanded its IT call center utilization
capabilities through its July 1997 agreement with Tech Data, a leading wholesale
distributor of microcomputer products, to provide technical product support
services to customers of Tech Data's network of 35,000 computer product
resellers. Sykes believes that this arrangement will enable the Company to reach
end users of computer hardware and software products through an established
distribution channel.

The Company's growth of its technical staffing, software development and
documentation and software translation services has been additionally
supplemented by Sykes's acquisition in March 1997 of Info Systems of North
Carolina, Inc., a provider of software and support to national high volume
retail chains. Sykes believes that its ability to work in partnership with its
customers during the life cycle of their information technology products and
systems, from software design and systems implementation, through technical
documentation and foreign language translation, to end-user technical product
support, gives it a competitive advantage to become a preferred provider of
outsourced IT services to its customers. In particular, the Company seeks to
broaden its IT outsourcing customer base in the retail, financial services,
healthcare and telecommunications industries.

The Company believes that outsourcing by information technology
companies and companies with information technology needs will continue to grow
as businesses focus on their core competencies rather than nonrevenue producing
activities. Additionally, rapid technological changes, significant capital
requirements for state-of-the-art technology, and the need to integrate and
update complex information technology systems spanning multiple generations of
hardware and software components make it increasingly difficult for businesses
to maintain cost-effective, quality information technology services in-house. To
capitalize on this trend toward outsourcing, the Company has developed a
strategy which includes the following key elements:

- rapidly expand information technology support services
revenues through additional IT call centers in the United
States and abroad;

- market the Company's expanded array of services to existing
customers to position Sykes as a preferred vendor of
outsourced information technology support services;

- establish a competitive advantage through the Company's
proprietary, sophisticated technological capabilities; and

- expand its customer base through strategic alliances and
selective acquisitions.

Sykes also expanded its services to the health care industry through its
formation and funding with HealthPlan Services Corporation ("HPS") of Sykes
HealthPlan Services, Inc. ("SHPS") in December 1997. The new company, SHPS, is
currently owned 50% by Sykes and 50% by HPS. SHPS will provideis a provider of outsourced
care management services technology solutions, customer services and outsourcing capabilities to the
health careproducts and insurance industries. Through its technology solutions and call
center based operations, SHPS will provide various managed careemployee benefit administration
services to large corporations and healthcare providers and payors. On April 24,
1998, SHPS filed with the Commission a large populationRegistration Statement relating to a
proposed initial public offering of users interestedits common stock, pursuant to which the
Company and HPS anticipate selling a portion of their interests in controlling medical loss ratios. In
particular, SHPS, will seek to provide utilization, demand, disease, and
disability management to its target markets, which include large self-funded
employers as well as traditional health insurance carriers, HMOs, integrated
provider systems and third party administrators.if such
offering is completed.

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SERVICES

The Company believes the majorityprovides a wide array of its growth is attributable to its
opening of additional IT call centers and the execution of its acquisition
strategy. There can be no assurance, however, that the Company will continue to
experience the same level of success in the opening of additional IT call
centers or that it will be able to find suitable entities which will enable it
to continue the execution of its acquisition strategy.

The Company was founded in 1977 in North Carolina and moved its
headquarters to Florida in 1993. In March 1996, the Company changed its state of
incorporation from North Carolina to Florida. Unless the context requires
otherwise, references to "Sykes" or the "Company" means Sykes Enterprises,
Incorporated and its consolidated subsidiaries. The Company's executive offices
are located at 100 North Tampa Street, Suite 3900, Tampa, Florida 33602, and its
telephone number is (813) 274-1000.

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVES A
HIGH DEGREE OF RISK. PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE
FOLLOWING INFORMATION IN ADDITION TO THE OTHER INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN EVALUATING AN INVESTMENT IN THE
COMMON STOCK. CERTAIN MATTERS DISCUSSED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED
IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED UPON REASONABLE ASSUMPTIONS, THERE
CAN BE NO ASSURANCE THAT ITS EXPECTATIONS WILL BE ACHIEVED. FACTORS THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S CURRENT
EXPECTATIONS INCLUDE THE LOSS OF A SIGNIFICANT CUSTOMER; THE INABILITY OF THE
COMPANY TO MANAGE ITS GROWTH; RISKS ASSOCIATED WITH THE COMPANY'S INTERNATIONAL
OPERATIONS, GENERAL ECONOMIC CONDITIONS, AND THE OTHER RISKS SET FORTH BELOW.

RECENT ACQUISITIONS AND IMPLEMENTATION OF ACQUISITION STRATEGY

During the 12 months ended December 31, 1997, the Company completed
five acquisitions and intends to pursue other acquisitions. There can be no
assurance that it will be able to successfully integrate the operations and
management of recent acquisitions and future acquisitions. Acquisitions involve
significant risks which could have a material adverse effect on the Company,
including: (i) the diversion of management's attention to the assimilation of
the businesses to be acquired; (ii) the risk that the acquired businesses will
fail to maintain the quality ofinformation technology outsourcing
services, that the Company has historically
provided; (iii) the need to implement financial and other systems and add
management resources; (iv) the risk that key employees of the acquired business
will leave after the acquisition; (v) potential liabilities of the acquired
business; (vi) unforeseen difficulties in the acquired operations; (vii) adverse
short-term effects on the Company's operating results; (viii) lack of success in
assimilating or integrating the operations of acquired businesses with those of
the Company; (ix) the dilutive effect of the issuance of additional equity
securities; (x) the incurrence of additional debt; and (xi) the amortization of
goodwill and other intangible assets involved in any acquisitions that are
accounted for using the purchase method of accounting. There can be no assurance
that the Company will successfully implement its acquisition strategy.
Furthermore, there can be no assurance any acquisition will achieve levels of
revenue and profitability or otherwise perform as expected, or be consummated on
acceptable terms to enhance shareholder value.

ABILITY TO MANAGE GROWTH

The Company has rapidly expanded its operation since it began providingincluding information technology support services and information
technology development services and solutions. The following is a description of
the Company's outsourcing services:

Technical Product Support. The Company provides technical product support
services by telephone (24 hours a day, 7 days a week) to end users of the
products of hardware and software companies through its nine stand-alone IT call
centers in the United States and eleven international call centers located in
Europe, South Africa and the Philippines. Consumers of hardware or software
products of Sykes' customers dial a technical support number listed in their
product manuals and are automatically connected to an IT call center technician
who is specially trained in the applicable product and acts as a transparent
extension of the hardware or software company in diagnosing problems and
answering technical questions. The IT call centers also provide technical
product support by electronic mail and electronic bulletin boards. The IT call
centers in Europe provide support in 11 languages to 20 European countries.

As a result of a strategic alliance with SystemSoft Corp., the Company
provides a modular bundled call center support management software product,
(ETSC-Electronic Technical Support Center) that integrates communication and
remote control technology with hardware and software diagnostic tools to provide
end users a total support solution. This technological capability allows a user,
with ETSC loaded on their computer, to connect to a technical support technician
located in a Sykes call center at the mouse click of an icon. Once connected the
end user can receive support from traditional voice response means or the
technician, with the user's authorization, can remotely fix the computer system
directly from the call center.

The Company also develops and markets the proprietary hardware diagnostic
software for use by manufacturers, professional service personnel and end users.
Proprietary diagnostic products are developed and marketed for use with a
variety of operating systems which include software used by personal computer
manufacturers for quality assurance and pre-installed or bundled software used
by professional service personnel and end users for verifying component
functionality, troubleshooting, resolving hardware and software conflicts and
hardware repairs.

Help Desk Services. The Company provides help desk services to major
companies, at their facilities or through the IT call centers, that have
outsourced technical support for their internal information technology systems.
Employees of Sykes' customers telephone the help desk number provided to them by
their employer for technical assistance. Trained technicians dedicated to a
specific customer answer questions and diagnose and resolve technical problems
ranging from a simplistic error message to a wide area network failure.

Software fulfillment. The Company provides fulfillment services to
computer hardware and software companies. These services include design,
replication, printing documentation, material integration, packaging and
distribution. The products are distributed to various levels of the distribution
chain as directed by the customer.

Software Design, Development, Integration and Implementation. Sykes'
professional personnel provide software application design services geared
toward the development of a functional and technical blueprint for a client's
desired software application. These professionals identify applicable business
processes supported by an application and its related functions, determine end
user requirements and prepare a comprehensive plan for developing and
implementing the application. They also develop custom software necessary to
operate a desired application, integrate the application into the customer's
existing information processing architecture, test the functionality of the
application and assist the customer in training its personnel to use the
application.

Software Localization and Documentation Development. Sykes also
specializes in the development of product information for high-tech companies
worldwide. Through its software localization, translation, technical
documentation, and on-line information development services, Sykes provides
turnkey solutions to help customers deliver their products to worldwide markets.
Localization services include cultural adaptation, language translation,
interface modification and international testing in over 24 languages. Technical
documentation and on-line development services are provided in many leading
formats (DOC, RTF, HTML, SGML) and a variety of platforms (Windows, Mac, Unix).

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Systems Specialization and Maintenance. Sykes' professional personnel
provide a variety of services designed to support and maintain client/server
systems and mainframe and midrange platforms. These services include systems
administration, maintenance and management support, applications enhancement and
training services.

Retail Solutions. The Company provides design, programming, licensing and
support of software solutions for the retail industry. These retail solutions,
FS Pro (future store professional) Marketplace and FS Pro Chainstore 400 provide
retail users advanced back office and point-of-sale technology including
electronic ordering and receiving, cash management, sales analysis, inventory
and price management, and complete hand-held RF-based functionality.

OPERATIONS

IT Call Centers. The Company's strategy in the United States is to locate
its IT call centers in 1994smaller communities with similar demographic
characteristics, typically near a college or university. The Company believes
these characteristics tend to provide a well-educated, technically proficient
employee pool from which to attract qualified candidates. These locations also
tend to have lower labor and anticipates continuedinfrastructure costs than large metropolitan areas.

New IT call centers are established to accommodate anticipated growth in
the Company's business or in response to a specific customer need. The Company
believes that additional IT call centers will be driven by industry trends toward outsourcingestablished in the United
States and Europe and potentially in Asia.

A typical domestic IT call center is approximately 42,000 square feet, has
425 work stations and can handle 12,000 calls per day. The IT call centers
employ current technology in PBX switches, call tracking software,
telephone-computer integration, interactive voice response and relational
database management systems that are integrated into centrally managed local
area networks and wide area networks. The Company's sophisticated equipment and
technology enable it to serve as the transparent extension of such services. The continued growthits customers at a
low cost per transaction and provide its customers with immediate access to the
status and results of the Company's customer baseservices. Due to its modular, open system
architecture, the Company's computer system allows timely system updates and
expansionmodifications. The Company utilizes sophisticated call tracking software and
systems to provide efficient scheduling of personnel to accommodate fluctuations
in call volume.

Automated call distributors and digital switches identify each call by the
number dialed and automatically route the call to a technician with the
applicable knowledge and training. The technical product support calls are
routed directly from the end user to the IT call center or are overflow calls
routed from the client's place of business.

IT call center systems capture and download to permanent databases a
variety of information concerning each call for reporting on a daily basis to
customers, including number and duration of calls (which are important for
billing purposes for certain customers), response time and results of the scopecall.
Summary data and complete databases are made available to the customer to enable
it to monitor the level of services offeredservice provided by it can be expectedthe Company, as well as to
continuedetermine whether end users of its products are encountering recurring problems
that require modification. The databases also provide Sykes customers with
considerable marketing information concerning end users, such as whether the
user is a home or business user and regional differences in purchasing patterns
or usage. The Company maintains tape backups and offsite storage designed to
place a significant strain onassure the integrity of its resources. These resources could be further
strained from the opening of newreporting systems and databases.

The IT call centers are protected by a fire extinguishing system and backup
generators and short-term battery backup in the necessityevent of a power outage, reduced
voltage or power surge. Rerouting of telephone calls to successfully attractone of the other IT call
centers is also available in the event of a telecommunications failure, natural
disaster or other emergency. Security measures are imposed to prevent
unauthorized access. Software and retain qualified managementrelated data files are backed up daily and
stored off site at multiple locations. The Company carries business interruption
insurance covering interruptions that might occur as a result of damage to its
business. In addition, the Company believes that it has adequate arrangements
with its equipment vendors pursuant to which damaged equipment can be replaced
promptly.

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Fulfillment Centers. Sykes has expanded its fulfillment services during
1997 through an acquisition. Sykes has two fulfillment centers located in the
United States and six fulfillment centers located in Europe. Through these
centers, the Company offers a broad range of brands in each of the product
categories it covers. By stocking a broad mix of products, Sykes meets the needs
of customers who prefer to deal with a single source for many of their product
needs. Sykes is continually evaluating new products, the demand for current
products, and its overall product mix.

Offices. Sykes' professional personnel are assigned to manage the
growth and operationsone of the
Company's business. There canfourteen offices, which are located in metropolitan areas throughout
the United States and Europe in order to be no assurance thatcloser to their major customers.
Each office is responsible for staffing the professional personnel needs of
customers within its geographic region and customers referred from other offices
based on specialized needs. These offices give Sykes the ability to (i) offer a
broad range of professional services on a local basis, and (ii) respond to
changing market demands in each geographical area served. The number of
professionals assigned to each office ranges from 3 to 150.

Each office is staffed with one or more account executives whose goal is to
become the client's partner in evaluating and meeting the client's information
technology needs. The account executive's primary responsibilities include:
client development; understanding and identifying clients' information
technology service needs; working closely with recruiters to staff assignments
appropriately; setting billing rates for each assignment; and monitoring ongoing
assignments. Each account executive is responsible for between four and ten
active corporate accounts, some of which may involve several projects with
multiple operating units of a particular company. The account executive
cultivates and maintains relationships with the client's chief information
officer and numerous department and project managers within the client's
organization.

The account executive has responsibility for staffing an assignment on a
timely basis. Upon receiving a new assignment, the account executive prepares a
proposal with assignment specifications and distributes the proposal to a
recruiter who is familiar with the professionals who have the expertise required
for the assignment. The account executive reviews the recruiter's recommended
candidates, submits the resumes of qualified employees and other available
candidates to the client and schedules client interviews of the candidates.
Typically, an assignment is staffed within five working days. For certain
clients with whom the Company will have sufficient resourceshas long-term relationships, account executives
are given sole responsibility for staffing assignments with little or otherwise be ableno client
involvement in the decision.

QUALITY ASSURANCE

The Company carefully trains, monitors and supervises its employees to
maintain its
historic rate of growth or to maintain theenhance efficiency and quality of its services. RAPID TECHNOLOGICAL CHANGE

The training of new technicians
at the IT call centers is conducted in-house through certified trainers or by
professionals supplied by the Company's customers. The Company actively recruits
highly skilled professionals to staff specific assignment needs of its
information technology development services and solutions customers. Generally,
employees also receive ongoing training throughout the year to respond to
changes in technology.

An IT call center manager supervises project leaders, team leaders and
technicians dedicated to individual customer accounts. Each team leader at the
IT call centers monitors approximately ten technicians. A project leader
supervises a particular customer's account by monitoring calls and reviewing
quality standards. Using the Company's proprietary, sophisticated call tracking
software, the project leader monitors the number of calls each technician
handles, the duration of each call, time between calls, response time, number of
queries resolved after the first call and other statistics important in
measuring and enhancing productivity and service levels. Remote and on-site call
monitoring systems and on-line performance tracking are used to enhance high
quality services. Customers have daily access to a variety of measures of
service performance tracked by the Company's technology and can monitor calls
directly through the Company's remote call monitoring systems.

The Company emphasizes a team approach in order to provide high quality,
customized solutions to meet its clients' information technology development
services and solutions needs. The central role in this team approach is provided
by the Company's account executives and recruiters who work together to achieve
a

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successful relationship between the client and the Company's professionals. The
team shares information on active and prospective clients, reviews the
availability of professionals and discusses general market conditions. Such
forums enable the teams to remain informed and knowledgeable on the latest
technologies and to identify business development opportunities as they emerge.

The Company is committed to providing its customers with the highest
quality services. To that end, the Company's IT call center in Sterling,
Colorado has received ISO 9002 certification, an international standard for
quality assurance and consistency in operating procedures. The Company's other
locations are ISO 9002 compliant, but not certified. The Company anticipates
that ISO 9002 certification may become a factor to organizations outsourcing
their technical product support or help desk functions. Consequently, the
Company has modeled each IT call center after ISO 9002 procedures to achieve
consistency and quality. In addition, the Company received the 1995, 1996 and
1997 STAR Award in the highest call volume category. This award has been
presented annually since 1988 by the Software Support Professionals Association
(SSPA) to the software support company that achieves superior customer
satisfaction and call metrics.

SALES AND MARKETING

The Company's marketing objective is to develop long-term relationships
with existing and potential clients to become the preferred vendor of their
information technology outsourcing services. Sykes believes that its significant
client base provides excellent opportunities for further marketing of its broad
range of capabilities. The Company markets its information technology services
is characterized by
rapid technological advances, frequent new product introductionsthrough a variety of methods, including client referrals, personal sales calls,
advertising in industry publications, attending trade shows, direct mailings to
targeted customers, telemarketing and enhancements,cross selling additional services to
existing clients. As of March 1, 1998, the Company employed 77 people in its
direct sales force.

As part of its marketing efforts, the Company invites potential and
changes in customer requirements.existing customers to visit the IT call centers, where the Company demonstrates
its sophisticated telecommunications and call tracking technology, quality
procedures and the knowledge of its technicians. The Company's future success
will depend in large part onCompany also demonstrates
its ability to servicequickly accommodate a new products, platformscustomer or a significant increase in
business from an existing customer by emphasizing its systematic approach to
establishing and rapidly changing technology. These factors will requiremanaging IT call centers.

The Company also emphasizes account development to strengthen its
relationships with its customers. Sales representatives and account executives
are assigned to a limited number of accounts in order to develop a complete
understanding of each customer's particular needs, to form strong customer
relationships and encourage cross selling of other services offered by the
Company. Account executives also receive incentives for cross selling the
Company's services.

The Company's fulfillment services sales force is composed of field sales
representatives who manage relationships with the accounts. In addition, the
Company has inside customer sales representatives who receive product orders and
answer customer inquiries. The Company will process the order and ship the
product from the appropriate fulfillment center. Fulfillment services are
generally billed to the client based on a per unit basis.

Technical product support services provided through IT call centers
generally are billed to the client based on a fee per call, rate per minute or
time and material basis. As a result of the significant infrastructure costs
required for each IT call center, the Company requires a minimum billing amount
to facilitate planning and capital needs. Help desk services usually are billed
at a flat rate per employee per month, with the per employee charge varying
depending on the customer's total number of employees and the complexity of its
information systems.

Information technology development services and solutions engagements
generally are billed on a time and material basis. Sykes is expanding its
efforts to obtain contracts with customers lasting six months or longer to
increase recurring revenues, maximize utilization of professional personnel and
enhance long-term relationships. The Company also is attempting to obtain
contracts to provide adequately trained personnelfor the management of a customer's entire information
technology project, rather than providing professionals to addressstaff a
client-managed project, with a view to enhancing profit margins through the
increasingly sophisticated, complexprovision of value-added management services.

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Retail solutions are marketed by both in-house direct sales staff and
evolving needsthrough a remarketing agreement with IBM reached late in 1997. With IBM, the
Company has effectively increased its marketing program by approximately 150
sales people. The solutions are sold on a per license or location basis and
often include computer hardware equipment.

CUSTOMERS

The Company has customers in the United States, Canada, Europe and South
Africa. The Company's customers include Fortune 500 corporations and leading
hardware and software companies. The Company believes its nationally recognized
customer base presents opportunities for further cross-marketing of its
customers. Its ability to capitalize on its
acquisitions will depend on its ability to (i) continually enhance software and
services and (ii) adapt such software to new hardware and operating system
requirements. Any failure byservices.

A single customer of the Company, to anticipate or respond rapidly to
technological advances, new products and enhancements, or changes in customer
requirements could havewhich is also a material adverse effect on it.

DEPENDENCE ON KEY CUSTOMERS

Revenue from a single customer comprisedSelling Shareholder,
accounted for 13%, 13%, and 11% of the Company's consolidated revenues for the
years ended December 31, 1995, 1996 and 1997, respectively.respectively, pursuant to the
pooling-of-interests method of accounting. The Company's loss of (or the failure
to retain a significant amount of business with) such customer could have a
material adverse effect on the Company. The Company's largest ten customers
accounted for approximately 45%44% of the Company's consolidated revenues in 1997. Generally,
the Company's contracts are cancelable by each customer at any time or on
short termshort-term notice, and customers may unilaterally reduce their use of the
Company's services under such contracts without penalty. The Company's loss of (or the
failure to retain a significant amount of business with) any of its key
customers could have a material adverse effect on the Company.

DEPENDENCE ON QUALIFIED PERSONNEL

The Company's business is labor intensive and places significant
importance on its ability to recruit and retain qualified technical and
professional personnel. It generally experiences high turnover of its personnel
and is continuously required to recruit and train replacement personnel as a
result of a changing and expanding work force. Additionally, demand for
qualified professionals conversant with certain technologies is intense and may
outstrip supply as new and additional skills are required to keep pace with
evolving computer technology. There can be no assurance that the Company will be
successful in attracting and retaining the personnel its requires to conduct its
operations successfully. Failure to attract and retain such personnel could have
a material adverse effect on the Company.

RELIANCE ON TECHNOLOGY AND COMPUTER SYSTEMS

The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology, and has focused on the application
of this technology to meet its clients' needs. It anticipates that it will be
necessary to continue to invest in and develop new and enhanced technology on a
timely basis to maintain its competitiveness. Significant capital expenditures
may be required to keep its technology up-to-date. Investments in technology,
including future investments in upgrades and enhancements to software, may not
necessarily maintain the Company's competitiveness. The Company's future success
will also depend in part on its ability to anticipate and develop information
technology solutions which keep pace with evolving industry standards and
changing client demands. In addition, the Company's business is highly dependent
on its computer and telephone equipment and software systems, and the temporary
or permanent loss of such equipment or systems, through casualty, operating
malfunction or otherwise, could have a material adverse effect on it.

DEPENDENCE ON TREND TOWARD OUTSOURCING

EMERGENCY INTERRUPTION OF IT CALL CENTER OPERATIONS

The Company's operations are dependent upon its ability to protect its
IT call centers and its information databases against damages that may be caused
by fire, power failure, telecommunications failures, unauthorized intrusion,
computer viruses and other emergencies. The Company has taken precautions to
protect itself and its customers from events that could interrupt delivery of
its services. These precautions include off-site storage of backup data, fire
protection and physical security systems, rerouting of telephone calls to one or
more of its other IT call centers in the event of an emergency, backup power
generators and a disaster recovery plan. The Company also maintains business
interruption insurance in amounts it considers adequate. Notwithstanding such
precautions, there can be no assurance that a fire, natural disaster, human
error, equipment malfunction or inadequacy, or other event would not result in a
prolonged interruption in the Company's ability to provide supportSykes provided services
to its customers. Such an event could have a material adverse effect on the
Company.

INTERNATIONAL OPERATIONS AND EXPANSION

At December 31, 1997, the Company's international operations were
conducted from eleven IT call centers located in Sweden, The Netherlands,
France, Germany, South Africa, Scotland, Ireland, and The Philippines. Revenues
from foreign operations for the years ended December 31, 1996 and December 31,
1997 were 40.3% and 38.1% of consolidated revenues, respectively. The Company
intends to continue its international expansion. International operations are
subject to certain risks common to international activities, such as changes in
foreign governmental regulations, tariffs and taxes, import/export license
requirements for the Company's software, the imposition of trade barriers,
difficulties in staffing and managing foreign operations, political
uncertainties, longer payment cycles, foreign exchange restrictions that could
limit the repatriation of earnings, possible greater difficulties in accounts
receivable collection, potentially adverse tax consequences, and economic
instability.

The Company conducts business in various foreign currencies and is
therefore subject to the transaction exposures that arise from foreign exchange
rate movements between the dates that foreign currency transactions are
committed and the date that they are consummated. The Company also is subject to
certain exposures arising from the translation and consolidation of the
financial results of its foreign subsidiaries. The Company has from time to time
taken limited actions to attempt to mitigate the Company's foreign transaction
exposure. However, there can be no assurance that actions taken to manage such
exposure will be successful or that future changes in currency exchange rates
will not have a material impact on the Company's future operating results. The
Company does not hedge either its translation risk or its economic risk.

There can be no assurance that one or more of such factors or other
factors relating to international operations will not have a material adverse
effect on the Company's business, results of operations or financial condition.approximately 500 customers during 1997.

COMPETITION

The industry in which the Company competes is extremely competitive and
highly fragmented. While many companies provide information technology services,
the Companymanagement believes no one company is dominant. There are numerous and varied
providers of such services, including firms specializing in call center
operations, fulfillment, temporary staffing and personnel placement companies,
language translation companies, general management consulting firms, major
accounting firms, divisions of large hardware and software companies and niche
providers of information technology services, many of whom compete in only
certain markets. The Company's competitors include many companies who may
possess substantially greater resources, greater name recognition and a more
established customer base than it does.the Company. In addition, the services offered by
the Company historically have been provided by in-house personnel. There can be no
assuranceThe Company
also competes with other developers of software diagnostic tools, back office
and point-of-sale applications, many of which have significantly greater
financial, technical, marketing and other resources than the Company.

The Company believes that the Company willmost significant competitive factors in the
sale of its services include quality and reliability of services, flexibility in
tailoring services to customer needs, price, experience, reputation and
comprehensive and integrated services. As a result of intense competition,
information technology development services and solutions engagements frequently
are subject to pricing pressure. Customers also require vendors to be able to
compete successfully against existing
or potential new competitors asprovide services in multiple locations. Competition for contracts for many of
Sykes' services takes the industry continuesform of competitive bidding in response to evolve.requests
for proposals.

Many of the Company'sSykes' large customers purchase information technology services
primarily from a limited number of preferred vendors. The CompanySykes has experienced and
continues to anticipate significant pricing pressure from these customers in order to remain
a preferred vendor. These companies also require vendors to be able to provide
services in multiple locations.

Although the
Company believes it can effectively meet its customers' demands, there can be no
assurance that it will be able to compete effectively with other information
technology services companies.

RISKS ASSOCIATED WITH SOFTWARE DEVELOPMENT

DEPENDENCE ON NEW PRODUCTS AND ADAPTATION TO TECHNOLOGICAL CHANGE. The
computer software industry is subject to rapid technological change often
evidenced by new competing products and improvements in existing products.INTELLECTUAL PROPERTY

The Company depends onrelies upon a combination of contract provisions and
intellectual property laws to protect the successful development of new products, including
upgrades of existing products,proprietary technology it uses at its
IT call centers and to replace revenues from products introduced in
prior years that have begun to experience reduced revenues. If the Company's
leading products become outdated and lose market share or if new products or
existing product upgrades are not introduced when planned or do not achieve the
revenues anticipated by the Company, the Company's operating results could be
adversely affected. Even with normal development cycles, the market environment
can change so quickly that features in certain

products can become outdated soon after market introduction. These events may
occur in the future and may have an adverse effect on future revenues and
operating results.

COMPETITION. The personal computer market is intensely competitive,
subject to strategic alliances of hardware and software companies and
characterized by rapid changes in technology and frequent introductions of new
products and features. The Company's competitors include developers of operating
systems, applications and utility software vendors and personal computer
manufacturers that develop their own software products. The Company's current
revenues and profitability are dependent on the viability of the Microsoft
Windows and DOS operating systems.protect its proprietary software. The Company expectsattempts to
encounter continued
competition both from established companiesfurther protect its trade secrets and from new companies that are now
developing, or may develop, competing products. Many of the Company's existingother proprietary information through
agreements with employees and potential competitors have financial, marketing and technological resources
significantly greater than those of the Company.

Future competitive product releases may cause disruptions in orders for
the Company's software products while users and the marketplace evaluate the
competitive products. The extent of the disruption in orders and the impact on
future orders of the Company's products will depend on various factors that are
not fully known at this time, including the level of functionality, performance
and features included in the final release of these competitive products and the
market's evaluation of competitive products compared to the then current
functionality, performance and features of the Company's products.consultants. The Company anticipates that the typedoes not hold any patents
and level of competition
experienced to date will continue and may increase and that future sales of its
software products will be dependent upon the Company's ability to timely and
successfully develop or acquire new software products or enhanced versions of
its existing products, and to demonstrate to the user a need for the Company's
products while developers of operating systems and competitive software products
continue to enhance their products. To the extent that operating system
enhancements, competitive products or bundling of competitive products with
operating systems or computer hardware reduce the number of users who perceive a
benefit from the Company's products, sales of the Company's software products in
the future would be adversely impacted.

PRODUCT RETURNS. Like other manufacturers of package software products,
the Company is exposed to the risk of product returns from distributors and
reseller customers. Although the Company believes that it provides adequate
allowances for returns, there can be no assurance that actual returns in excess
of recorded allowances willdoes not result in an adverse effect on business,
operating results and financial condition.

DEPENDENCE ON AND INTENSE COMPETITION FOR KEY PERSONNEL. Recruitment of
personnel in the computer software industry is highly competitive. The Company's
success in this product area depends to a significant extent upon the
performance of its executive officers and other key personnel. The loss of the
services of key individuals could have an adverse effect on the Company. The
Company's future success will depend in part upon its continued ability to
attract and retain highly qualified personnel.any patent applications pending. There can be no assurance
that the Company will be successful in attracting and retaining such personnel.

PATENTS AND PROPRIETARY INFORMATION. The Company provides its products
to end users under a nonexclusive, nontransferable license. Under the Company's
current form of software license agreement, software is to be used solely for
internal operations on designated computers at specified sites. The ability of
software companies to enforce such licenses has not been finally determined and
there can be no assurance that misappropriation will not occur.

The extent to which United States and foreign copyright and patent laws
protect software as well as the enforceability of end user licensing agreements
has not been fully determined. In addition, changes in the interpretation of
copyright and patent laws could expand or reduce the extent to which the Company
or its competitors are able to protect their software and related intellectual
property.

Because the computer industry is characterized by technological
changes, the policing of the unauthorized use of computer software is a
difficult task. Software piracy is expected to continue to be a persistent
problem for the packaged software industry. Despite steps taken by the Company to protect its proprietary technology will
be adequate to deter misappropriation of its proprietary rights or third party
development of similar proprietary software products,or to ensure that a third parties still may make unauthorized
copiesparty
cannot assert that the Company's services or software

30
32

misappropriate or infringe upon such third party's intellectual property rights.
Sykes(R) is a registered servicemark of the Company. The Company holds a number
of registered trademarks, including DIAGSOFT(R), QAPLUS/WIN(R), ETSC(R), FS
PRO(R) and FS PRO MARKETPLACE(R).

EMPLOYEES

As of March 1, 1998, the Company had 6,538 full-time employees, consisting
of 77 in sales and marketing, 4,282 customer support technicians at the IT call
centers, 1,130 technical professionals, 499 in fulfillment services and 550 in
management, administration and finance.

The technical and service nature of the Company's productsbusiness makes its
employees an important corporate asset. While the market for their own use or for sale to others. These
concernsqualified personnel
is extremely competitive, the Company believes its relationship with its
employees is good. The Company's employees with the exception of 157 employees
in Scotland, are particularly acute in certain international markets.not represented by any labor union.

The

11 Company believes that it gains a competitive advantage by locating its
IT call centers in smaller communities in which they become an integral part of
the knowledge, abilitieslocal economy and experiencelabor force. The Company believes that personnel located
in such communities can be employed at a lower overall cost than employees
located in a metropolitan setting. Sykes IT call centers are located in
communities near a college or university to provide a well-educated, technically
proficient, stable work force. Applicants are interviewed for technical skills
as well as interpersonal skills.

The Company recruits its professional personnel through a continually
updated recruiting network. This network includes a seasoned team of its employees,
its timely product enhancementstechnical
recruiters, a Company-wide candidate database, Internet/ newspaper advertising,
candidate referral programs and upgradesjob fairs. However, demand for qualified
professionals conversant with certain technologies may outstrip supply as new
skills are needed to keep pace with the requirements of customer engagements.
Competition for such personnel is intense and employee turnover in this industry
is high.

FACILITIES

The Company's principal executive offices are located in Tampa, Florida.
This facility currently serves as the headquarters for senior management, the
financial and administrative departments and the availabilityTampa office. The following
table sets forth additional information concerning the Company's facilities:

PROPERTIES GENERAL USAGE SQUARE FEET LEASE EXPIRATION
---------- ------------------------------------- ----------- ----------------

UNITED STATES LOCATIONS:
Tampa, Florida............................... Corporate headquarters 18,000 December 2002
Tampa, Florida............................... Development office 5,000 September 1998
Tampa, Florida............................... Office 18,000 July 1999
Bismarck, North Dakota....................... IT call centers 84,000 Company owned
Greeley, Colorado............................ IT call center 42,000 Company owned
Hays, Kansas................................. IT call center 42,000 Company owned
Klamath Falls, Oregon........................ IT call center 42,000 Company owned
Manhattan, Kansas............................ IT call center (under construction) 42,000 Company owned
Minot, North Dakota.......................... IT call center 42,000 Company owned
Ponca City, Oklahoma......................... IT call center 42,000 Company owned
Sterling, Colorado........................... IT call center 34,000 Company owned
Fremont, California.......................... IT call center and fulfillment center 111,500 November 1999
Nashville, Tennessee......................... Fulfillment center 121,400 December 1998
Atlanta, Georgia............................. Office 2,000 May 2000
Boise, Idaho................................. Office 2,400 January 1999
Boston, Massachusetts........................ Office 26,000 September 2000

31
33

PROPERTIES GENERAL USAGE SQUARE FEET LEASE EXPIRATION
---------- ------------------------------------- ----------- ----------------

Boulder, Colorado............................ Office 13,000 March 1999
Cary, North Carolina......................... Office 9,500 December 1999
Charlotte, North Carolina.................... Office 2,200 June 2000
Charlotte, North Carolina.................... Office 37,800 October 2003
Dallas, Texas................................ Office 5,500 June 1998
Denver, Colorado............................. Office 2000 January 2001
Lexington, Kentucky.......................... Office 1,600 June 2000
Orlando, Florida............................. Office 2,000 August 1998
Poughkeepsie, New York....................... Office 1,000 January 1999
St. Louis, Missouri.......................... Office 5,500 September 1998
INTERNATIONAL LOCATIONS:
Amsterdam, The Netherlands................... IT call center 27,700 April 1999
Amsterdam, The Netherlands................... IT call center 12,400 December 1999
Edinburgh, Scotland.......................... IT call center 35,900 September 2019
Les Ulis, France............................. IT call center 36,200 February 2007
Bochum, Germany.............................. IT call center 30,000 December 2000
Stuttgart, Germany........................... IT call center 9,200 December 2006
Wilhelmshaven, Germany....................... IT call center 36,800 March 2003
Manila, The Philippines...................... IT call center 13,200 June 2000
Sunninghill, South Africa.................... IT call center 4,000 September 2000
Sveg, Sweden................................. IT call center 13,200 June 1998
Shannon, Ireland............................. IT call center and fulfillment center 66,000 April 2013
Hoofddorp, The Netherlands................... Fulfillment center 12,000 August 1998
Sevran, France............................... Fulfillment center 19,400... August 2002
Galashiels, Scotland......................... Fulfillment center 92,800... Company owned
Kista, Sweden................................ Fulfillment center 6,500 December 2000
Stockholm, Sweden............................ Sales Office 2,700 December 1999
Brussels, Belgium............................ Office and fulfillment center 26,900 February 2001

32
34

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and quality of
its support services provided to users are more significant factors in
protecting its software products than patent, trade secret and copyright
protection laws.

DEPENDENCE ON SENIOR MANAGEMENT

The successdirectors of the Company is largely dependent uponand their ages as of
the efforts,
direction and guidancedate of its senior management. Although it has entered into
employment and noncompetition agreements with its executive officers, its
continued growth and success also depends in part on its ability to attract and
retain qualified managers, and on the ability of its executive officers and key
employees to manage its operations successfully. The lossthis Prospectus are as follows:

NAME AGE POSITION
- ---- --- --------

John H. Sykes..................... 61 Chairman of the Board, President, and Chief
Executive Officer
Gordon H. Loetz................... 48 Executive Vice President, Chief Operating
Officer, and Director
Scott J. Bendert.................. 41 Senior Vice President -- Finance, Treasurer,
and Chief Financial Officer
Keith L. Gibson................... 38 Senior Vice President -- Worldwide Sales and
Marketing
John D. Bray...................... 49 Senior Vice President -- Human Resources and
Administration
John L. Crites, Jr................ 53 Vice President and General Counsel
Furman P. Bodenheimer............. 68 Director
H. Parks Helms.................... 62 Director
Iain Macdonald.................... 53 Director
Linda McClintock-Greco, M.D....... 43 Director
Ernest J. Milani.................. 68 Director
R. James Stroker.................. 51 Director
Adelaide A. (Alex) Sink........... 49 Director

John H. Sykes has been Chairman of the Board of Directors, President, and
Chief Executive Officer or the Company's
inability to attract, retain or replace key management personnel in the future,
could have a material adverse effect on it.

CONTROL BY PRINCIPAL SHAREHOLDER; ANTI-TAKEOVER CONSIDERATIONS

As of December 31, 1997, John H. Sykes, the Company's founder and
Chairman of the Board, beneficially owned approximately 47.6% of the Company's
outstanding Common Stock. As a result,Company since its inception in 1977. Previously,
Mr. Sykes will be able to electwas Senior Vice President of CDI Corporation, a publicly-held
technical services firm.

Gordon H. Loetz joined the Company's directorsCompany as Executive Vice President and determineChief
Operating Officer during November 1997. Mr. Loetz has held a seat on the
outcome of other matters requiring
shareholder approval. The voting power of Mr. Sykes, together with the staggeredCompany's Board of Directors since 1993, also having previously served on the
Audit Committee. Prior to serving as Executive Vice President and Chief
Operating Officer, Mr. Loetz served as President of Comprehensive Financial
Services Insurance Agency, Inc., a financial investment advisory company.

Scott J. Bendert joined the anti-takeover effects of certain provisions containedCompany in both the Florida Business Corporation Act1993 as Chief Financial Officer. In
1994, Mr. Bendert was named Treasurer and in 1997 was appointed Senior Vice
President -- Finance. From 1984 to 1993, Mr. Bendert held various management
positions with Reflectone, Inc., a publicly-held producer of complex computer
simulator trainers and devices, most recently as Corporate Controller.

Keith L. Gibson joined the Company's ArticlesCompany as Senior Vice President-Worldwide Sales
and Marketing during October 1997. From 1991 until 1997, Mr. Gibson was a
partner of IncorporationKPMG Peat Marwick LLP (KPMG) where he acted as the Chief Knowledge
Officer (CKO). Prior to his role as CKO, Mr. Gibson was Partner in Charge of
Outsourcing Assessments. Prior to joining KPMG, Mr. Gibson spent 13 years at IBM
in various marketing positions, working his way through many aspects of IBM's
marketing area.

John D. Bray joined the Company in 1996 as Vice President -- Human
Resources and Bylaws (including, without limitation,was named Senior Vice President-Human Resources and Administration
during October 1997. From 1989 to 1995, Mr. Bray was Director of Human Resources
and Risk Management for Lil' Champ Food Stores, Inc.

John L. Crites, Jr. joined the abilityCompany as Vice President and General
Counsel in 1996. From 1991 to 1996, Mr. Crites served as Executive Director of
the Vivian L. Smith Foundation for Restorative Neurology at the Baylor College
of Medicine in Houston, Texas.

33
35

Furman P. Bodenheimer, Jr. was elected to the Board of Directors to issue shares of Preferred Stock and to fix the rights and
preferences thereof), may have the effect of delaying, deferring or preventing
an unsolicited change in the control of the
Company which may adversely affect
the market pricein 1991 and is a member of the CommonCompensation and Stock or the abilityOption Committees.
Mr. Bodenheimer has been President and Chief Executive Officer of shareholdersZickgraf
Enterprises, Inc. and Nantahala Lumber in Franklin, North Carolina since 1991.
Prior thereto and until 1988, Mr. Bodenheimer was President of First Citizens
Bank and Vice Chairman of First Citizens Mortgage Company and First Title
Insurance Company. From 1988 to participate in1991, Mr. Bodenheimer was a transaction in which they might otherwise receive a premium for
their shares.

VOLATILITY OF STOCK PRICE

The Common Stockconsultant to
financial institutions.

H. Parks Helms has experienced significant volatility, as wellserved as a significant increase in market price, since the Company's initial public
offering in April 1996. The market for securities of technology companies
historically has been more volatile than the market for stocks in general. The
tradingdirector of the Common Stock may be subject to wide fluctuationsCompany since its inception
in response to
quarter-to-quarter variations in operating results, announcement of recent
developments or new products by the Company or its competitors1977 and other events
or factors. In addition, the stock market has from time to time experienced
extreme price and volume fluctuations that have particularly affected the market
price for many high technology companies and that often have been unrelated to
the operating performance of these companies. These broad market fluctuations
may adversely affect the market priceis a member of the Common Stock.

DIVIDEND POLICY

The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently anticipates that all of its earnings will be
retained for development and expansionAudit Committee. Mr. Helms is the Managing
Partner of the Company's businesslaw firm of Helms, Cannon, Hamel & Henderson in Charlotte, North
Carolina. Mr. Helms has held numerous political appointments and does not
anticipate paying any cash dividends in the foreseeable future.

USE OF PROCEEDS

The Company will not receive any proceeds from the saleelected
positions, including as a member of the shares
offered hereby.

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company's CertificateNorth Carolina House of Incorporation (the "Certificate")
authorizes 200,000,000 shares of Common Stock, $0.01 par value per share, of
which 39,057,626 shares were issued and outstanding as of December 31, 1997, and
1,446,486 were subjectRepresentatives.

Iain Macdonald was elected to issuance to employees and six nonemployee directors
upon exercise of outstanding stock options. Holders of Common Stock are entitled
to one vote per share on all matters to be voted upon by the stockholders. The
holders of Common Stock do not have cumulative voting rights in the election of
directors. The Board of Directors presently consists of nine members divided
into three classes. The directors of the class elected at each annual meeting of
stockholders hold office for a term of three years. Holders of Common Stock are
entitled to receive dividends when, as and if declared from time to time by the Board of Directors out of funds legally available therefor, after payment of
dividends required to be paid on outstanding Preferred Stock, if any. In the
event of liquidation, dissolution or winding up of the Company in
1998. Prior to joining the holdersCompany's board, Mr. Macdonald served as a director
of Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities subject to prior distribution rights of any Preferred Stock then
outstanding. The Common Stock has no preemptive or conversion rights and is not
subject to further calls or assessmentMcQueen International Ltd. from 1996 until its acquisition by the Company.
There are no redemption
or sinking fund provisions applicable to the Common Stock. All currently
outstanding Common StockFrom 1984 until 1995, Mr. Macdonald was Chairman of the Company is duly authorized, validly issued,
fully paid,ComputerGroup plc, a
supplier of personal computers, networks, and nonassessable.

PREFERRED STOCK

The Certificate authorizes 10,000,000 shares of Preferred Stock, $0.01
par value, none of which were outstanding as of December 31, 1997. The Board of
Directors has the authority, without any further vote or actionrelated services. In 1989,
ComputerGroup was acquired by the
stockholders, to issue Preferred StockSHL Systemhouse, Inc., and then was subsequently
acquired by MCI in one or more series1996. Prior thereto and to fix the
number of shares, designations, relative rights (including voting rights),
preferences, and limitations of such series to the full extent now or hereafter
permitted by Florida law. The Company has no present intention to issue
Preferred Stock.

ANTI-TAKEOVER PROVISIONS

Management of the Company currently owns or has the right to acquire
approximately 48.9% of the outstanding Common Stock. The provisions regarding
the division ofuntil 1983, Mr. Macdonald was UK
Divisional Marketing Support Manager for IBM United Kingdom, Ltd. Mr. Macdonald
also serves on the Board of Directors into classesof Frederick's Dairies, Ltd.; Signs &
Labels, Ltd.; Lincoln Software, Ltd.; and Warthog Software, Ltd.

Linda McClintock-Greco, M.D. is Chief Executive Officer and Chief Medical
Officer of Tampa General HealthPlan, Inc. (HealthEase) and has spent the ability oflast
ten years in the health care industry as both a private practitioner in Texas
and a managed care executive serving as the Regional Medical Director with
Humana Health Care Plan. Dr. McClintock-Greco serves on the Board of Directors
to issue Preferred Stock as described above may make it more
difficult for, and may discourage other persons or companies from making a
tender offer for, or attempting to acquire, substantial amounts of the Company's
Common Stock. This could haveFlorida Association of Managed Care Organizations (FAMCO) currently
acting as Treasurer. Dr. McClintock-Greco also serves on the effectboard of inhibiting changes in management and
may also prevent temporary fluctuations inseveral
charitable organizations.

Ernest J. Milani was elected to the market priceBoard of the Company's
Common Stock which often result from actual or rumored takeover attempts.

REGISTRAR AND TRANSFER AGENT

The registrar and transfer agent for the Company's Common Stock is
Firstar Trust Company, 615 East Wisconsin Avenue, Fourth Floor, Milwaukee,
Wisconsin 53202.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of Common Stock in the public market could
adversely affect market prices of the Common Stock and make it more difficult
for the Company to sell equity securities in the future at times and prices
which it deems appropriate.

As of December 31, 1997, 39,057,626 shares of Common Stock were issued
and outstanding, of which 19,153,657 shares will be freely tradeable (assuming
all of the 3,537,882 shares offered hereby and all of the 290,000 shares and
375,000 shares offered for sale by selling shareholders under Registration
Statement File Nos. 333-46569 and 333-89513 are sold to nonaffiliates) without
restriction or further registration under the Securities Act. The 19,903,969
remaining shares ("Restricted Shares") may not be sold except in compliance with
the registration requirements of the Securities Act or pursuant to an exemption
from

registration such as the exemption provided by Rule 144 under the Securities
Act, and then only in compliance with the volume and manner of sale limitations
of Rule 144. Approximately 19,236,851 Restricted Shares owned by affiliates and
others currently are eligible for sale under Rule 144. The 667,118 remaining
Restricted Shares (assuming all of the 3,537,882 shares offered hereby and all
of the 290,000 shares and 375,000 shares offered for sale by selling
shareholders under Registration Statement File Nos. 333-46569 and 333-89513 are
sold to nonaffiliates) will be eligible for sale under Rule 144 at various times
throughout the next 12 months.

In general, under Rule 144 a stockholder (or stockholders whose shares
are aggregated) who has beneficially owned for at least one year shares
privately acquired directly or indirectly from the Company or from an
"affiliate"Directors of the Company in
April 1996 and persons whois a member of the Compensation Committee and became a member of
the Stock Option Committee April 1, 1998. From 1970 until 1996, Mr. Milani held
various positions with CDI Corporation, a publicly-held provider of engineering
and technical services, most recently as President of CDI Corporation Northeast
and CDI Technical Services Ltd., both of which are affiliatessubsidiaries of CDI
Corporation.

R. James Stroker has served as a director of the Company are
entitled to sell within any three-month periodsince 1990 and is
a number of shares that does not
exceed the greater of 1%member of the outstanding sharesCompensation and Stock Option Committees. Mr. Stroker is Judge
of the Company's Common Stock
(approximately 390,576 shares at December 31, 1997) orNinth Judicial Circuit of the average weekly
trading volume inState of Florida and has over 21 years of
judicial experience. Mr. Stroker also serves on the Board of Directors of the
University of Orlando Law School. Mr. Stroker is the son-in-law of Mr. Sykes.

Adelaide A. (Alex) Sink was elected to the Company's Common StockBoard of Directors in
the over-the-counter market
during the four calendar weeks preceding such sale1997 and may only sell such shares
through unsolicited brokers' transactions. A stockholder (or stockholders whose
shares are aggregated) who has not been an affiliateis a member of the Company for at least
90 daysAudit Committee. Ms. Sink is the President of
NationsBank Private Client Group nationwide. From 1993 until 1997, she was
President of NationsBank Florida. Ms. Sink serves on several community and
who has beneficially owned the Restricted Stock for at least two
years is entitled to sell such shares under Rule 144 without regard to the
volume and manner of sale limitations described above.statewide volunteer boards in Florida.

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36

SELLING STOCKHOLDERS

On December 31, 1997, the Company issued 3,537,882 shares of Common
Stock to the holders all of the outstanding capital stock (the "Shares") of
McQueen International Limited ("McQueen"), a corporation organized and existing
under the laws of Scotland. McQueen provides inbound call center support and
customer service, software fulfillment and foreign language translation and
localization services. The shares were issued in connection with the purchase of
the Shares pursuant to an Acquisition Agreement, dated December 31, 1997, among
Sykes and the McQueen Shareholders. Under the terms of the Registration Rights
Agreement, dated December 31, 1997, entered into among the McQueen Shareholders
and the Company in conjunction with the consummation of the acquisition, the
Company agreed to file a registration statement under the Securities Act to
cover the sale of the Shares issued to the former McQueen Shareholders, and to
keep such registration statement effective for a period not to exceed the first
anniversary of the issuance of the Common Stock covered by this Prospectus.
Accordingly, 3,537,882 shares of Common Stock covered by this Prospectus are
being offered for sale by the former McQueen Shareholders.

The number of shares being offered by the Selling Stockholders are
governed by the preexisting agreements between the Selling Stockholders and the
Company described above.SHAREHOLDERS

The following table sets forth certain information with
respect toregarding the beneficial
ownership of the Company's Common Stock as of December
31, 1997,May 28, 1998, and as adjusted to reflect the
assumed sale of allCommon Stock offered hereby (assuming no exercise of the shares
offered hereby byUnderwriters'
over-allotment option), with respect to each Selling Stockholder.

14Shareholder. Except as
otherwise indicated, the Company believes that all beneficial owners listed
below have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them.

Shares Beneficially Shares Beneficially
Owned Prior Number of Owned After
to the Offering Shares the Offering (1)
-------------------- BeingSHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR NUMBER OF OWNED AFTER
TO THE OFFERING SHARES THE OFFERING(1)
------------------- Number Percent Offered Number Percent
------BEING -------------------
NUMBER PERCENT OFFERED NUMBER PERCENT
--------- ------- ------- ------ ---------------- -------- --------

Adobe Incentive Partners, L.P........................Partner, L.P. ................... 486,676 1.25%1.24% 486,676 0 --- --
Gray, David R.(2)................................................................... 3,988 * 3,988 0 --- --
Gray, Mark J.(3)..................................................................... 3,988 * 3,988 0 --- --
Gray, Michael Maxwell (4)............................Maxwell(4)(15)..................... 1,224,590 3.14% 1,224,590 0 -3.12 424,590 800,000 2.0%
The Michael Maxwell Gray Family Trust (5)............Trust(5)......... 250,470 * 250,470 0 --- --
The M. M.M.M. Gray 1997 Liferent Trust (6)...............Trust(6)............. 645,814 1.65%1.65 645,814 0 --- --
Gray, Patricia Ann (7)...............................Ann(7)............................ 80,355 * 80,355 0 --- --
Hart, Thomas J.(8)..................................(15)........................... 68,230 * 60,157 8,07330,157 38,073 *
T. J.T.J. Hart Children Trust (9) .......................Trust(9)...................... 32,290 * 32,290 0 -
T. J.-- --
T.J. Hart 1997 Liferent Trust (10) .................Trust(10)................ 57,934 * 57,934 0 --- --
IBJ Schroder Bank and Trust Company, Trustee
f/b/o The Rand McNally Earn Out Trust.............Trustee..... 349,213 * 349,213 0 -
McQueen Employee Stock Ownership Trust (11) ......... 128,037 * 128,037 0 --- --
Thaden, James T. (12)................................(11)............................. 94,181 * 86,108 8,073 -*
Tripp, Alan Charles MacDonald (13)...................MacDonald(12)(15)............ 59,382 * 51,309 8,07326,000 33,382 *
The Tripp Family Trust (14)..........................Trust(13)....................... 16,145 * 16,145 0 --- --
The A. C. M.A.C.M. Tripp 1997 Liferent Trust (15)..........Trust(14)......... 60,808 * 60,808 0 -
---------

Total Shares Offered............................ 3,537,882
=========-- --
University of Tampa(15)(16)...................... 57,000 * -- -- --

*Less- ---------------

* Less than 1%.

- ---------------------------------------
(1) The named stockholder has sole voting and investment power with respect to
the shares shown as being beneficially owned by it, except as otherwise
indicated.
(2) David R. Gray is the adult son of Michael Maxwell Gray, a Director of
McQueen. See Footnote (4).
(3) Mark J. Gray is the adult son of Michael Maxwell Gray, a Director of
McQueen. See Footnote (4).

(4) The shares represented do not include shares of the Company's Common Stock
owned by The Michael Maxwell Gray Family Trust and The M. M. Gray 1997
Liferent Trust, irrevocable trusts for which Michael Maxwell Gray and
Patricia Ann Gray, his spouse, serve as trustees. The shares also do not
include shares owned by McQueen Employee Share Ownership Trust, for which
McQueen ESOT Trustees Limited serves as trustee. Michael Maxwell Gray is a
trustee of McQueen ESOT Trustees Limited. Further, the shares also do not
include shares owned by Patricia Ann Gray, the spouse of Michael Maxwell
Gray. Michael Maxwell Gray and Patricia Ann Gray have voting and
dispositive power over the shares owned by The Michael Maxwell Gray Family
Trust, The M. M. Gray 1997 Liferent Trust, as well as shares owned by each
other. Michael Maxwell Gray also shares voting and dispositive power over
the shares owned by McQueen Employee Ownership Trust. See Footnotes (5),
(6), (7) and (11)(7). Michael Maxwell Gray is a Director of McQueen and currently
provides executive management services pursuant to a Management Contract
with McQueen.

(5) The Michael Maxwell Gray Family Trust is an irrevocable trust. Michael
Maxwell Gray and Patricia Ann Gray, his spouse, serve as trustees of the
Trust and have voting and dispositive power over the shares owned by the
Trust. See Footnotes (4) and (7).
(6) The M. M. Gray 1997 Liferent Trust is an irrevocable trust. Michael Maxwell
Gray and Patricia Ann Gray, his spouse, are the trustees of the Trust, and
have voting and dispositive power over the shares owned by the Trust. See
Footnotes (4) and (7).
(7) Patricia Ann Gray is the spouse of Michael Maxwell Gray, a Director of
McQueen. The shares represented do not include shares of the Company's
Common Stock owned by The Michael Maxwell

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37

Gray Family Trust and The M. M. Gray 1997 Liferent Trust, irrevocable
trusts for which Patricia Ann Gray and Michael Maxwell Gray her spouse,
serve as trustees. The shares also do not include shares owned by Michael
Maxwell Gray,

15 the spouse of Patricia Ann Gray. Patricia Ann Gray and
Michael Maxwell Gray have voting and dispositive power over the shares
owned by The Michael Maxwell Gray Family Trust, The M. M. Gray 1997
Liferent Trust, as well as shares owned by each other. See Footnotes (4),
(5) and (6).

(8) The shares represented include 8,073 shares of Common Stock which Thomas J.
Hart has the right to acquire pursuant to currently exercisable stock
options at an exercise price of $1.24 per share. The shares represented do
not include shares of the Company's Common Stock owned by The T. J. Hart
Children Trust and The T. J. Hart 1997 Liferent Trust, an irrevocable trusts
for which Thomas J. Hart and Jill Hart, his spouse, serve as trustees.
T.Thomas J. Hart and Jill Hart have voting and dispositive power over the
shares owned by The T. J.T.J. Hart Children Trust, The T. J. Hart 1997 Liferent
Trust, as well as shares owned individually by ThomasT. J. Hart. See Footnotes
(9) and (10). Thomas J. Hart is employed by the Company as the Managing
Director--CallDirector -- Call Center Services of McQueen, Limited, a subsidarysubsidiary of
McQueen.

(9) The T. J. Hart Children Trust is an irrevocable trust. Thomas J. Hart and
Jill Hart, his spouse, serve as trustees of the Trust and have voting and
dispositive power over the shares owned by the Trust. See Footnote (8).
(10) The T. J. Hart 1997 Liferent Trust is an irrevocable trust. Thomas J. Hart
and Jill Hart, his spouse, are the trustees of the Trust, and have voting
and dispositive power over the shares owned by the Trust. See Footnote (8).

(11) Michael Maxwell Gray is a trustee of McQueen ESOT Trustees Limited,
the trustee of McQueen Employee Ownership Trust. Michael Maxwell
Gray shares voting and dispositive power over the shares owned by
the McQueen Employee Ownership Trust. See Footnote (4).
(12) The shares represented include 8,073 shares of Common Stock which James T.
Thaden has the right to acquire pursuant to currently exercisable stock
options at an exercise price of $1.24 per share. James T. Thaden is
employed by the Company as Regional Manager--FulfillmentManager -- Fulfillment Services.

(13)(12) The shares represented include 8,073 shares of Common Stock which Alan
Charles McDonald Tripp has the right to acquire pursuant to currently
exercisable stock options at an exercise price of $1.24 per share. The
shares represented do not include shares of the Company's Common Stock
owned by The Tripp Family Trust and The A. C. M. Tripp 1997 Liferent Trust,
an irrevocable trusts for which Alan Charles McDonald Tripp and Kathryn
Margaret Tripp, his spouse, serve as trustees. Alan Charles McDonald Tripp
and Kathryn Margaret Tripp have voting and dispositive power over the
shares owned by The Tripp Family Trust, The A. C. M. Tripp 1997 Liferent
Trust, as well as shares owned individually by Alan Charles McDonald Tripp.
See Footnotes (14)(13) and (15)(14). Alan Charles McDonald Tripp is employed by the
Company as the Managing Director--ManufacturingDirector -- Manufacturing and Fulfillment Services
of McQueen, Limited, a subsidiary of McQueen.

(14)(13) The Tripp Family Trust is an irrevocable trust. Alan Charles McDonald Tripp
and Kathryn Margaret Tripp, his spouse, serve as trustees of the Trust and
have voting and dispositive power over the shares owned by the Trust. See
Footnote (13)(12).

(15)(14) The A. C. M.A.C.M. Tripp 1997 Liferent Trust is an irrevocable trust. Alan Charles
McDonald Tripp and Kathryn Margaret Tripp, his spouse, are the trustees of
the Trust, and have voting and dispositive power over the shares owned by
the Trust. See Footnote (13)(12).

PLAN(15) In addition, Messrs. Gray, Hart and Tripp and the University of Tampa have
granted to the Underwriters an over-allotment option to purchase 383,180
shares of Common Stock in the aggregate. If the Underwriters elect to
exercise this over-allotment option, Messrs. Gray, Hart and Tripp will each
sell to the Underwriters their pro rata share of up to the first 255,453
shares of Common Stock of such over-allotment option, and the University of
Tampa will sell to the Underwriters up to 127,727 shares only to the extent
that the Underwriters' exercise such over-allotment option in excess of
255,453 shares of Common Stock. See "Underwriting."

(16) To the extent that the number of shares of Common Stock that the University
of Tampa is required to sell pursuant to the Underwriters' exercise of the
over-allotment option described in Footnote (15) exceeds the number of
shares then owned by the University of Tampa, John H. Sykes, the Company's
Chairman of the Board, President and Chief Executive Officer, has pledged
to donate to the University of Tampa such excess shares.

36
38

DESCRIPTION OF DISTRIBUTIONCAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 200,000,000 shares
of Common Stock, of which 39,244,083 shares are issued and outstanding, and
10,000,000 shares of Preferred Stock issuable in one or more series by the Board
of Directors (the "Preferred Stock"), of which no shares will be issued and
outstanding.

COMMON STOCK

Each holder of Common Stock is entitled to one vote for each share held of
record on all matters submitted to a vote of Shareholders. Shareholders do not
have the right to cumulate their votes in elections of directors. Accordingly,
holders of a majority of the issued and outstanding Common Stock will have the
right to elect all the Company's directors and otherwise control the affairs of
the Company, subject to any voting rights of the then outstanding Preferred
Stock.

Holders of Common Stock are entitled to dividends on a pro rata basis upon
declaration of dividends by the Board of Directors. Dividends are payable only
out of any assets legally available for the payment of dividends. Any
determination to declare or pay dividends in the future will be at the
discretion of the Company's Board of Directors and will depend on the Company's
financial condition, results of operations, capital requirements, and other
factors deemed relevant by the Board of Directors. See "Dividend Policy."

Upon a liquidation of the Company, holders of the Common Stock will be
entitled to a pro rata distribution of the assets of the Company, after payment
of all debts and liabilities of the Company, and subject to any preferential
amount payable to holders of any class of stock of the Company having preference
over the Common Stock, if any. Holders of Common Stock have no conversion,
preemptive or other rights to subscribe for additional shares or other
securities, and there are no redemption or sinking fund provisions with respect
to such shares.

PREFERRED STOCK

The Company's Articles of Incorporation permit the Company's Board of
Directors to issue shares of Preferred Stock in one or more series, and to fix
the relative rights, preferences, and limitations of each series without any
further vote or action by the Company's shareholders. Among such rights,
preferences, and limitations are dividend rights and rates, terms of redemption
(including sink fund provisions), redemption price or prices, voting rights,
conversion rights and liquidation preferences of the shares constituting such
series. Any issuance of Preferred Stock with a dividend preference over Common
Stock could adversely affect the dividend rights of holders of Common Stock. The
Board of Directors of the Company currently has no plans to issue any shares of
Preferred Stock.

The issuance of Preferred Stock, for example in connection with a
shareholder rights plan, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding existing stock of the Company.

CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION

The Company's Articles of Incorporation provide for a classified Board of
Directors. The directors are divided into three classes, as nearly equal in
number as possible. The directors are elected for three-year terms, which are
staggered so that the terms of one-third of the directors expire each year. The
Company's Bylaws provide that any vacancies on the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum. The Articles of Incorporation permit removal of directors
only for cause by the shareholders of the Company at a special meeting of the
shareholders called for such a purpose by the affirmative vote of at least
two-thirds of the outstanding shares of Common Stock. The Articles of
Incorporation establish an advance notice procedure for the nomination of
candidates for election as directors, as well as for other shareholder proposals
to be considered at shareholders' meetings. The Articles of

37
39

Incorporation of the Company contains provisions requiring the affirmative vote
of the holders of at least two-thirds of the Common Stock to amend certain
provisions thereof.

The above-described provisions may have certain anti-takeover effects. Such
provisions, in addition to the provisions described below and the possible
issuance of preferred stock discussed above, may make it more difficult for
other persons, without the approval of the Company's Board of Directors, to make
a tender offer or acquisitions of substantial amounts of the Common Stock or to
launch other takeover attempts that a shareholder might consider in such
shareholder's best interests, including attempts that might result in the
payment of a premium over the market price for the Common Stock held by such
shareholder.

CERTAIN PROVISIONS OF FLORIDA LAW

The Company is subject to several antitakeover provisions under Florida law
that apply to a public corporation organized under Florida law, unless the
corporation has elected to opt out of those provisions in its articles of
incorporation or bylaws. The Company has not elected to opt out of those
provisions. The FBCA prohibits the voting of shares in a publicly-held Florida
corporation that are acquired in a "control share acquisition" unless the
holders of a majority of the corporation's voting shares (exclusive of shares
held by officers of the corporation, inside directors, or the acquiring party)
approve the granting of voting rights as to the shares acquired in the control
share acquisition. A "control share acquisition" is defined as an acquisition
that immediately thereafter entitles the acquiring party to vote in the election
of directors within each of the following ranges of voting power: (i) one-fifth
or more but less than one-third of such voting power; (ii) one-third or more but
less than a majority of such voting power; and (iii) more than a majority of
such voting power.

The FBCA also contains an "affiliated transaction" provision that prohibits
a publicly-held Florida corporation from engaging in a broad range of business
combinations or other extraordinary corporate transactions with an "interested
shareholder" unless (i) the transaction is approved by a majority of
disinterested directors before the person becomes an interested shareholder;
(ii) the interested shareholder has owned at least 80% of the corporation's
outstanding voting shares for at least five years; or (iii) the transaction is
approved by the holders of two-thirds of the corporation's voting shares other
than those owned by the interested shareholder. An interested shareholder is
defined as a person who together with affiliates and associates beneficially
owns (as defined in Section 607.0901 (1)(e), Florida Statutes) more than 10% of
the corporation's outstanding voting shares.

TRANSFER AGENT AND REGISTRAR

The Company's transfer agent and registrar for the Common Stock is Firstar
Trust Company.

38
40

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Robert W. Baird & Co. Incorporated and Furman Selz LLC, are acting as the
representatives of the Underwriters. Subject to the terms and conditions set
forth in the purchase agreement (the "Purchase Agreement") among the Company,
the Selling Shareholders and the Underwriters, the Selling Shareholders have
agreed to sell to the Underwriters, and each of the Underwriters severally has
agreed to purchase from the Selling Shareholders, the number of shares of Common
Stock set forth opposite its name below at the public offering price less the
underwriting discount set forth on the cover page of this Prospectus.

NUMBER OF
SHARES
UNDERWRITER ---------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Robert W. Baird & Co. Incorporated .........................
Furman Selz LLC.............................................

---------
Total.......................................... 2,554,536
=========

In the Purchase Agreement the several Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the shares of
Common Stock by a Selling Stockholder
may be effected from time to time in one or more transactions (which may involve
block transactions) in the over-the-counter market, or on the NASDAQ National
Market System (or any exchange on which the Common Stock may then be listed) in
negotiated transactions, through the writing of options (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
relatedbeing sold pursuant to such prevailing market prices or at negotiated prices. A Selling
Stockholder may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from a Selling Stockholder
and/or purchasers of shares for whom they may act as agent (which compensation
may be in excess of customary commissions). A Selling Stockholder also may
pledge shares as collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.

In order to comply with certain state securities laws,agreement if applicable,
the Common Stock will not be sold in a particular state unless such securities
have been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.

The Company will not receive any of the proceeds from the sale of shares of
Common Stock bybeing sold pursuant to such agreement are purchased. Under certain
circumstances, the commitments of non-defaulting Underwriters may be increased.

The Underwriters have advised the Company and the Selling Stockholders.Shareholders that
the Underwriters propose initially to offer the shares of Common Stock offered
hereby to the public at the public offering price set forth on the cover page of
this Prospectus, and to certain dealers at such price less a concession not in
excess of $ per share of Common Stock. The Underwriters may allow, and
such dealers may reallow, a discount not in excess of $ per share of
Common Stock on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

Certain Selling Shareholders have granted an option to the Underwriters,
exercisable for 30 days after the date of this Prospectus, to purchase up to an
aggregate of 383,180 additional shares of Common Stock at the public offering
price set forth on the cover page of this Prospectus, less the underwriting
discount. The Underwriters may exercise this option only to cover
over-allotments, if any, made on the sale of the Common Stock offered hereby. To
the extent that the Underwriters exercise this option, each Underwriter will be
obligated, subject to certain conditions, to purchase a number of additional
shares of Common Stock proportionate to such Underwriter's initial amount
reflected in the foregoing table. See "Selling Shareholders."

The Selling Shareholders have agreed not to sell or offer to sell or
otherwise dispose of any shares of Common Stock currently held by them (except
pursuant to this offering), any right to acquire any shares of Common Stock or
any securities exercisable for or convertible into any shares of Common Stock
for a period of 180 days after the date of this Prospectus without the prior
written consent of Merrill Lynch.

In addition, the Company and John H. Sykes, its Chairman of the Board,
President and Chief Executive Officer, have agreed that for a period of 90 days
after the date of this Prospectus they will not, without the prior written
consent of Merrill Lynch, offer, sell or otherwise dispose of any shares of
Common Stock except, in the case of the Company, shares issued and options
granted pursuant to its existing stock option plans and, in the case of Mr.
Sykes, up to five million shares in connection with forward contract
transactions.

Until the distribution of the Common Stock is completed, the rules of the
Commission may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the Common Stock. As an exception to these
rules, the Underwriters are permitted to engage in certain transactions that
stabilize the

39
41

price of the Common Stock. Such transactions consist of bids or purchases for
the purpose of pegging, fixing or maintaining the price of the Common Stock.

If the Underwriters create a short position in the Common Stock in
connection with the offering made hereby, i.e., if they sell more shares of
Common Stock than are set forth on the cover page of this Prospectus, the
Underwriters may reduce that short position by purchasing Common Stock in the
open market. The Underwriters may also elect to reduce any short position by
exercising all or part of the over-allotment option described above.

The Underwriters may also impose a penalty bid on certain Underwriters and
selling group members. This means that if the Underwriters purchase shares of
Common Stock in the open market to reduce the Underwriters' short position or to
stabilize the price of Common Stock, they may reclaim the amount of the selling
concession from the Underwriters and selling group members who sold these shares
as part of the offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of a security to the extent that it may
discourage resales of the security.

Neither the Company, the Selling Shareholders nor any of the Underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the Common
Stock. In addition, neither the Company, the Selling Shareholders nor any of the
Underwriters makes any representation that the Underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.

In connection with this offering, certain Underwriters and selling group
members (if any) or their respective affiliates may engage in passive market
making transactions in the Common Stock on the Nasdaq National Market
immediately prior to the commencement of sales of this offering, in accordance
with Rule 103 of Regulation M under the Exchange Act. In general, a passive
market maker may not effect transactions or display bids for the Common Stock in
excess of the highest independent bid price by persons who are not passive
market makers. Net purchases by a passive market maker on each day are generally
limited to 30% of the passive market maker's average daily trading volume in the
Common Stock during a specified two-month prior period or 200 shares, whichever
is greater, and must be discontinued when such limit is reached. A passive
market maker must identify passive market making bids as such on the Nasdaq
electronic inter-dealer reporting system. Passive market making may stabilize or
maintain the market price of the Common Stock at a level above that which might
otherwise prevail and, if commenced, may be discontinued at any time.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the Underwriters may be
required to make in respect thereof.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company and the Selling Shareholders by Foley &
Lardner, Tampa, Florida. Certain legal matters in connection with offering will
be passed upon for the Underwriters by Mayer, Brown & Platt, Chicago, Illinois,
counsel to the Underwriters.

EXPERTS

The financial statements incorporatedConsolidated Financial Statements of the Company at December 31, 1996
and 1997, and for each of the three years in the period ended December 31, 1997,
appearing in this Prospectus and in the registration statement and incorporated
herein by reference from the Company's Annual Report on Form 10-K for the year
ended December 31, 1997, have been audited by Coopers & Lybrand L.L.P.,
independent auditors, as

40
42

stated in their report which isthereon appearing herein and in the registration
statement, and have been so included herein and incorporated herein by reference and have been
so incorporated
in reliance upon such report given upon the authority of thatsuch firm as experts in
accounting and auditing. The financial statements of McQueen International
Limited and subsidiaries for the years ended February 28, 1997 and 1996
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1997, have been audited by Grant
Thornton, independent auditors, as stated in their report, which is incorporated
herein by reference and have been so incorporated in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, New York, New York 10048, and at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549 and
from the Commission's web site at http://www.sec.gov.

The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, including the exhibits
filed as a part thereof, which may be inspected at the principal office of the
Commission, without charge, at 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, the Registration Statement can be obtained from the Commission's
web site at http://www.sec.gov.

Copies of the Registration Statement may be obtained from the Commission at
its principal office at Room 1024, 450 Fifth Street, N.W., Washington, D. C.
20549, upon payment of prescribed fees. Statements contained in this Prospectus
as to the contents of any contract or other document are not necessarily
complete, and, where the contract or the document has been filed as an exhibit
to the Registration Statement, each such statement is qualified in all respects
by reference to the applicable document filed with the Commission.

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43

SYKES ENTERPRISES, INCORPORATED

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Report of Independent Accountants
for Sykes Enterprises, Incorporated....................... F-2
Report of the Independent Auditors
for McQueen International Limited......................... F-3
Consolidated Balance Sheets................................. F-4
Consolidated Statements of Operations....................... F-5
Consolidated Statements of Changes In Shareholders'
Equity.................................................... F-6
Consolidated Statements of Cash Flows....................... F-7
Notes to Consolidated Financial Statements.................. F-8

F-1
44

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders

of Sykes Enterprises, Incorporated

We have audited the consolidated balance sheet of Sykes Enterprises,
Incorporated and subsidiaries as of December 31, 1997 and the related
consolidated statements of income, changes in shareholders' equity and cash
flows for the year ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Sykes Enterprises, Incorporated and subsidiaries as of December 31, 1997 and the
consolidated results of their operations and their cash flows for the year ended
December 31, 1997, in conformity with generally accepted accounting principles.

We previously audited and reported on the consolidated statements of income
and cash flows of Sykes Enterprises, Incorporated and subsidiaries for the years
ended December 31, 1995 and 1996, prior to their restatement for the 1997
pooling of interest of McQueen International Limited. The contribution of Sykes
Enterprises, Incorporated and subsidiaries to revenues and net income
represented 69 percent and 69 percent in 1995 and 73 percent and 84 percent in
1996, respectively, of the respective restated totals. Separate financial
statements of McQueen International Limited included in the 1995 and 1996
restated consolidated statements of income and cash flows were audited and
reported on separately by other auditors. We also audited the combination of the
accompanying consolidated balance sheet as of December 31, 1996 and the
statements of income and cash flows for the years ended December 31, 1995 and
1996, after restatement for the 1997 pooling of interests; in our opinion, such
consolidated statements have been properly combined on the basis described in
Notes 1 and 2 of notes to consolidated financial statements.

Coopers & Lybrand L.L.P.

Tampa, Florida

March 6, 1998

F-2
45

MCQUEEN INTERNATIONAL LIMITED

REPORT OF THE INDEPENDENT AUDITORS

Board of Directors

McQueen International Limited

We have audited the consolidated balance sheets of McQueen International
Limited and its subsidiaries as of February 28, 1997 and 1996 and the related
consolidated statement of earnings, shareholders' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of McQueen
International Limited and its subsidiaries as of February 28, 1997 and 1996 and
the consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles in the
United States.

GRANT THORNTON

Edinburgh

United Kingdom

February 18, 1998

F-3
46

SYKES ENTERPRISES, INCORPORATED

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
--------------------------- MARCH 31,
1996 1997 1998
------------ ------------ ------------
(UNAUDITED)

ASSETS
Current assets
Cash and cash equivalents.......................... $ 92,836,884 $ 70,523,067 $ 27,902,400
Receivables, including unbilled.................... 56,970,273 68,520,471 75,664,256
Prepaid expenses and other current assets.......... 8,266,841 11,377,920 13,977,704
------------ ------------ ------------
Total current assets....................... 158,073,998 150,421,458 117,544,360
Property and equipment, net.......................... 53,620,430 71,282,183 72,889,748
Marketable securities................................ -- 7,800,002 3,931,408
Investment in joint venture.......................... -- 2,285,142 6,253,120
Deferred charges and other assets.................... 2,829,103 9,874,680 10,483,075
------------ ------------ ------------
Total assets............................... $214,523,531 $241,663,465 $211,101,711
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current installments of long-term debt............. $ 8,345,239 $ 2,989,271 $ 1,141,424
Accounts payable................................... 15,104,013 19,905,671 19,742,216
Income tax payable................................. 1,899,168 2,725,177 4,378,650
Accrued employee compensation and benefits......... 10,203,068 10,035,233 12,583,677
Other accrued expenses and current liabilities..... 13,149,137 6,449,650 10,979,865
------------ ------------ ------------
Total current liabilities.................. 48,700,625 42,105,002 48,825,832
Long-term debt....................................... 5,177,678 33,312,597 2,009,480
Deferred income taxes................................ 4,420,562 4,374,963 4,072,515
Deferred grants...................................... 12,081,537 14,083,691 13,635,868
------------ ------------ ------------
Total liabilities.......................... 70,380,402 93,876,253 68,543,695
------------ ------------ ------------
Commitments and contingencies (Notes 7 and 10)
Shareholders' equity
Preferred stock, $0.01 par value, 10,000,000 shares
authorized; no shares issued and outstanding.... -- -- --
Common stock, $.01 par value; 200,000,000 shares
authorized; 38,858,274, 39,057,626 and
39,129,986 issued and oustanding................ 388,583 390,576 391,300
Additional paid-in capital......................... 131,013,883 133,579,200 133,610,048
Retained earnings.................................. 12,930,738 17,106,620 15,634,963
Unrealized loss on securities, net of taxes........ -- (734,518) (3,603,112)
Accumulated foreign currency translation
adjustments..................................... (190,075) (2,554,666) (3,475,183)
------------ ------------ ------------
Total shareholders' equity................. 144,143,129 147,787,212 142,558,016
------------ ------------ ------------
Total liabilities and shareholders'
equity................................... $214,523,531 $241,663,465 $211,101,711
============ ============ ============

See accompanying notes to consolidated financial statements

F-4
47

SYKES ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, -------------------------
------------------------------------------ MARCH 30, MARCH 31,
1995 1996 1997 1997 1998
------------ ------------ ------------ ----------- -----------
(UNAUDITED)

Revenues............................... $155,956,584 $218,995,751 $313,184,554 $66,596,945 $89,149,324
------------ ------------ ------------ ----------- -----------
Operating expenses
Direct salaries and related costs.... 101,702,512 134,235,748 195,449,373 39,639,200 55,643,607
General and administrative........... 47,172,960 67,823,910 87,727,877 19,305,926 23,472,489
Impairment of long-lived asset....... -- -- 10,400,000 -- --
------------ ------------ ------------ ----------- -----------
Total operating expenses...... 148,875,472 202,059,658 293,577,250 58,945,126 79,116,096
------------ ------------ ------------ ----------- -----------
Income from operations................. 7,081,112 16,936,093 19,607,304 7,651,819 10,033,228
Other income (expense)
Interest, net........................ (1,685,656) (596,828) 766,637 383,469 76,748
Net loss from joint venture.......... -- -- (2,828,000) -- (8,015,149)
Other................................ 175,797 455,215 (922,735) 58,401 (12,484)
------------ ------------ ------------ ----------- -----------
Total other income
(expense)................... (1,509,859) (141,613) (2,984,098) 441,870 (7,950,885)
------------ ------------ ------------ ----------- -----------
Income before income taxes............. 5,571,253 16,794,480 16,623,206 8,093,689 2,082,343
Provision for income taxes
Current.............................. 1,429,857 6,437,122 10,863,000 2,946,821 3,554,000
Deferred............................. 1,255,753 (14,185) 13,000 -- --
------------ ------------ ------------ ----------- -----------
Total provision for income
taxes....................... 2,685,610 6,422,937 10,876,000 2,946,821 3,554,000
------------ ------------ ------------ ----------- -----------
Net income (loss)...................... 2,885,643 10,371,543 5,747,206 5,146,868 (1,471,657)
Preferred stock dividends.............. -- (47,343) -- -- --
------------ ------------ ------------ ----------- -----------
Net income (loss) applicable to common
shareholders......................... $ 2,885,643 $ 10,324,200 $ 5,747,206 $ 5,146,868 $(1,471,657)
============ ============ ============ =========== ===========
Pro forma income data (unaudited)
Income before income taxes............. $ 5,571,253 $ 16,794,480
Pro forma provision for income taxes
relating to S corporation............ 172,000 67,000
Actual provision for income taxes...... 2,685,610 6,422,937
------------ ------------
Total provision and pro forma
provision for income
taxes....................... 2,857,610 6,489,937
------------ ------------
Pro forma net income................... 2,713,643 10,304,543
Preferred stock dividends.............. -- (47,343)
------------ ------------
Pro forma net income applicable to
common shareholders.................. $ 2,713,643 $ 10,257,200
============ ============
Pro forma basic net income per share
(actual for 1997 and 1998)........... $ 0.09 $ 0.30 $ 0.15 $ 0.13 $ (0.04)
============ ============ ============ =========== ===========
Pro forma diluted net income per share
(actual for 1997 and 1998)........... $ 0.09 $ 0.29 $ 0.14 $ 0.13 $ (0.04)
============ ============ ============ =========== ===========
Shares outstanding
Basic................................ 29,945,275 34,411,266 38,982,002 38,858,274 39,058,422
Diluted.............................. 31,328,520 35,954,323 40,253,046 40,164,647 40,156,812

See accompanying notes to consolidated financial statements

F-5
48

SYKES ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

ACCUMULATED
FOREIGN
COMMON STOCK ADDITIONAL UNREALIZED CURRENCY
--------------------- PAID-IN RETAINED UNEARNED LOSS ON TRANSLATION
SHARES AMOUNT CAPITAL EARNINGS COMPENSATION SECURITIES ADJUSTMENT
---------- -------- ------------ ----------- ------------ ----------- -----------

Balance at January 1, 1995...... 27,015,159 $270,152 $ 3,314,571 $ 8,310,368 $(2,081,611) $ -- $ (18,079)
Issuance of common stock...... 62,013 620 6,261,892 -- -- -- --
Stock dividend................ 123,104 1,231 (1,231) -- -- -- --
Repurchase of common stock.... -- -- (150,815) -- -- -- --
Distributions................. -- -- -- (683,452) -- -- --
Unearned employee compensation
from Employee Stock
Ownership Plan Trust........ -- -- -- -- 743,570 -- --
Reserve adjustment............ -- -- -- (716,100) -- -- --
Foreign currency translation
adjustment.................. -- -- -- -- -- -- 64,209
Net income.................... -- -- -- 2,885,643 -- -- --
---------- -------- ------------ ----------- ----------- ----------- -----------
Balance at December 31, 1995.... 27,200,276 272,003 9,424,417 9,796,459 (1,338,041) -- 46,130
Merger with Sykes Realty,
Inc......................... 2,745,000 27,450 238,116 (827,554) -- -- --
Conversion of redeemable
preferred stock............. 448,029 4,480 5,371,872 (5,376,352) -- -- --
Issuance of common stock...... 6,427,632 64,277 112,276,067 -- -- -- --
Three-for-two stock split..... 2,037,337 20,373 (20,373) -- -- -- --
Repurchase of common stock.... -- -- (142,702) -- -- -- --
Distributions................. -- -- -- (986,015) -- -- --
Tax effect of non-qualified
exercise of stock options... -- -- 3,866,486 -- -- -- --
Unearned employee compensation
from Employee Stock
Ownership Plan Trust........ -- -- -- -- 1,338,041 -- --
Foreign currency translation
adjustment.................. -- -- -- -- -- -- (236,205)
Preferred stock dividends..... -- -- -- (47,343) -- -- --
Net income.................... -- -- -- 10,371,543 -- -- --
---------- -------- ------------ ----------- ----------- ----------- -----------
Balance at December 31, 1996.... 38,858,274 388,583 131,013,883 12,930,738 -- -- (190,075)
Issuance of common stock...... 199,352 1,993 3,037,968 -- -- -- --
Capital contribution.......... -- -- 1,237,000 -- -- -- --
Repurchase of common stock.... -- -- (2,623,651) -- -- -- --
Tax effect of non-qualified
exercise of stock options... -- -- 914,000 -- -- -- --
Unrealized loss on securities,
net of income taxes......... -- -- -- -- -- (734,518) --
Distributions................. -- -- -- (496,972) -- -- --
Adjustments to conform fiscal
year of McQueen
International Limited (Note
2).......................... -- -- -- (1,074,352) -- -- --
Foreign currency translation
adjustment.................. -- -- -- -- -- -- (2,364,591)
Net income.................... -- -- -- 5,747,206 -- -- --
---------- -------- ------------ ----------- ----------- ----------- -----------
Balance at December 31, 1997.... 39,057,626 390,576 133,579,200 17,106,620 -- (734,518) (2,554,666)
Issuance of common stock
(unaudited)................. 72,360 724 30,848 -- -- -- --
Foreign currency translation
(unaudited)................. -- -- -- -- -- -- (920,517)
Unrealized loss on securities,
net of income taxes
(unaudited)................. -- -- -- -- -- (2,868,594) --
Net loss (unaudited).......... -- -- -- (1,471,657) -- -- --
---------- -------- ------------ ----------- ----------- ----------- -----------
Balance at March 31, 1998
(unaudited)................... 39,129,986 $391,300 $133,610,048 $15,634,963 $ -- $(3,603,112) $(3,475,183)
========== ======== ============ =========== =========== =========== ===========

See accompanying notes to consolidated financial statements

F-6
49

SYKES ENTERPRISES, INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, --------------------------
------------------------------------------ MARCH 30, MARCH 31,
1995 1996 1997 1997 1998
------------ ------------ ------------ ----------- ------------
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)............................... $ 2,885,643 $ 10,371,543 $ 5,747,206 $ 5,146,868 $ (1,471,657)
Depreciation and amortization................... 4,629,638 7,978,342 13,260,621 2,741,652 3,835,693
Impairment of long-lived asset.................. -- -- 10,400,000 -- --
In-process research and development costs
expensed by joint venture..................... -- -- 2,795,000 -- 8,042,500
Capital contributions........................... -- -- 1,237,000 -- --
Deferred compensation........................... 949,960 -- -- -- --
Deferred income taxes........................... 1,255,753 283,582 13,000 543,557 (406,637)
ESOP allocation (unearned compensation)......... 743,570 1,338,041 -- -- --
Loss (gain) on disposal of property and
equipment..................................... 38,022 (99,286) (105,416) 1,700 (2,230)
Changes in assets and liabilities:
Receivables, including unbilled............... (12,953,900) (21,553,135) (6,567,198) (4,493,740) (7,373,311)
Prepaid expenses and other current assets..... (2,406,143) (3,132,602) (683,079) (1,360,976) (2,807,176)
Deferred charges and other assets............. (1,316,847) (743,451) (1,098,577) (1,712,782) (768,802)
Accounts payable.............................. 5,546,764 (1,715,852) 852,658 (368,660) (163,455)
Income taxes payable.......................... 255,427 566,643 1,740,009 1,893,400 2,066,714
Accrued employee compensation and benefits.... 5,834,552 1,901,386 (167,835) 1,808,617 2,548,444
Other accrued expenses and current
liabilities................................. 433,119 5,393,607 (7,808,556) (2,017,507) 4,663,730
------------ ------------ ------------ ----------- ------------
Net cash provided by operating
activities.............................. 5,895,558 588,818 19,614,833 2,182,129 8,163,813
------------ ------------ ------------ ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures............................ (16,443,031) (23,115,413) (21,784,482) (4,538,469) (5,749,649)
Investment in marketable securities............. -- -- (8,000,000) -- --
Investment in joint ventures.................... -- -- (5,080,142) -- (12,016,127)
Acquisition of business......................... -- -- (1,800,000) (1,800,000) --
Proceeds from sale of marketable security....... -- -- -- -- 1,000,000
Proceeds from sale of property and equipment.... 100,402 201,425 208,351 3,854 21,205
------------ ------------ ------------ ----------- ------------
Net cash used for investing activities.... (16,342,629) (22,913,988) (36,456,273) (6,334,615) (16,744,571)
------------ ------------ ------------ ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Paydowns under revolving line of credit
agreements.................................... (32,413,539) (20,771,718) (72,441,000) -- --
Borrowings under revolving line of credit
agreements.................................... 31,013,422 19,916,835 72,441,000 -- --
Proceeds from issuance of stock................. 6,261,892 112,340,344 3,039,961 -- 31,572
Proceeds from grants............................ 2,603,485 5,642,335 2,000,000 187,428 --
Proceeds from issuance of long-term debt........ 6,233,753 6,668,403 350,467 8,080,874 --
Subsidiary stock redemption..................... (150,815) (142,702) (2,623,651) -- --
Payment of long-term debt....................... (3,728,725) (12,255,388) (5,377,591) (1,771,189) (33,150,964)
Dividends paid.................................. (683,452) (1,033,358) (496,972) -- --
------------ ------------ ------------ ----------- ------------
Net cash provided by (used for) financing
activities.............................. 9,136,021 110,364,751 (3,107,786) 6,497,113 (33,119,392)
------------ ------------ ------------ ----------- ------------
Adjustment for foreign currency translation....... 64,209 (236,205) (2,364,591) (596,688) (920,517)
------------ ------------ ------------ ----------- ------------
Net increase (decrease) in cash, cash equivalents
and temporary investments....................... (1,246,841) 87,803,376 (22,313,817) 1,747,939 (42,620,667)
CASH AND CASH EQUIVALENTS -- BEGINNING............ 6,280,349 5,033,508 92,836,884 92,836,884 70,523,067
------------ ------------ ------------ ----------- ------------
CASH AND CASH EQUIVALENTS -- ENDING............... $ 5,033,508 $ 92,836,884 $ 70,523,067 $94,584,823 $ 27,902,400
============ ============ ============ =========== ============
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest...................................... $ 1,910,043 $ 1,414,925 $ 2,614,600
Income taxes.................................. $ 2,345,408 $ 4,913,279 $ 5,845,721

See accompanying notes to consolidated financial statements

F-7
50

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sykes Enterprises, Incorporated and consolidated subsidiaries (the
"Company" or "Sykes") provides comprehensive information technology outsourcing
services including information technology support services, information
technology development services and solutions, and software fulfillment. The
Company's services are provided to a wide variety of industries.

Unless otherwise noted, all information has been adjusted to retroactively
reflect three-for-two stock splits in the form of 50% stock dividends to
shareholders of record on July 18, 1996 and May 19, 1997, which was reflected on
the Nasdaq National Market on July 29, 1996 and May 29, 1997, respectively.

NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES

Principles of Consolidation -- The consolidated financial statements
include the accounts of Sykes Enterprises, Incorporated and its wholly owned
subsidiaries. All significant intercompany transactions and balances have been
eliminated in consolidation.

Interim Financial Information -- The unaudited interim consolidated
financial statements as of March 31, 1998 and for the three months ended March
30, 1997 and March 31, 1998, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments) necessary to present
fairly the Company's consolidated financial position, results of operations, and
cash flows. Operating results for the three months ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1998.

Recognition of Revenue -- The Company primarily recognizes its revenue as
services are performed. Royalty revenue is recognized at the time royalties are
earned and the remaining revenue is recognized on fixed price contracts using
the percentage-of-completion method of accounting. Adjustments to fixed price
contracts and estimated losses, if any, are recorded in the period when such
adjustments or losses are known. Software and product sales are recognized upon
shipment.

Cash and Cash Equivalents -- Cash and cash equivalents consist of highly
liquid short term investments classified as available for sale as defined under
the Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." At December 31, 1997, cash in the
amount of approximately $40.6 million was held in tax free interest bearing
investments, approximately $29.9 million was held in taxable interest bearing
investments, both of which are classified as available for sale and have an
average maturity of approximately 30 days.

Property and Equipment -- Property and equipment is recorded at cost and
depreciated using the straight-line method over the estimated useful lives of
the respective assets. Improvements to leased premises are amortized over the
shorter of the related lease term or the useful lives of the improvements. Cost
and related accumulated depreciation on assets retired or disposed of are
removed from the accounts and any gains or losses resulting therefrom are
credited or charged to income. Depreciation expense was approximately $6.3, $9.2
and $13.2 million for the years ended December 31, 1995, 1996 and 1997,
respectively. Property and equipment includes approximately $620,000 and $1.3
million of additions included in accounts payable at December 31, 1996 and 1997,
respectively. Accordingly, these non-cash transactions have been excluded from
the accompanying Consolidated Statements of Cash Flows for the years ended
December 31, 1996 and 1997, respectively.

Land received from various governmental agencies under grants is recorded
at fair value (as determined by an independent appraiser) at date of grant.
During the years ended December 31, 1995, 1996 and 1997 the Company recorded
approximately $1,824,000, $317,000 and $430,000, respectively, in land
acquisitions as a result of such grants. Accordingly, these non-cash
transactions have been excluded from the accompanying consolidated statements of
cash flows for the years ended December 31, 1995, 1996 and 1997.

F-8
51

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Investment in Joint Venture -- The Company has a fifty percent interest in
a joint venture that is accounted for using the equity method of accounting.
Accordingly, the Company records its proportionate share of the gains and losses
of the joint venture in the consolidated statement of income (see Note 17).

Deferred Charges and Other Assets -- Deferred charges and other assets
consist primarily of goodwill, long-term deposits, and covenants not to compete
arising from business acquisitions. These intangible assets are being amortized
over periods ranging from two to fifteen years. Amortization expense was
approximately $337,000, $415,000 and $499,000 for the years ended December 31,
1995, 1996 and 1997, respectively. Accumulated amortization was approximately
$752,000 and $1,251,000 at December 31, 1996 and 1997, respectively.

Impairment of Long-Lived Assets -- The Company reviews long-lived assets
and certain identifiable intangibles for impairment and writes down to fair
value whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. In 1996, under this analysis, the Company
determined that the value of the assets were not impaired. During 1997, the
Company recorded an impairment loss of $10.4 million related to an acquisition
made during the year.

Income Taxes -- Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax basis of assets and
liabilities and their financial reporting amounts at each year end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income.

The Company and its consolidated subsidiaries are either taxed as C
corporations or have elected to be taxed as an S corporation under the
provisions of the Internal Revenue Code through the effective date of the
Company's initial public offering (See Note 16). The Company's affiliate which
elected to be taxed as an S corporation terminated its S corporation election
during 1996 and accordingly became subject to federal and state income taxes.

Deferred Grants -- Grants for relocation and the acquisition of property
and equipment are deferred and recognized in income over the corresponding
useful lives of their related property and equipment. There are no significant
contingencies associated with the grants that would impact the Company's ability
to utilize assets received in association with the grants.

Foreign Currency Translation -- The assets and liabilities of the Company's
foreign subsidiaries whose functional currency is other than the U.S. Dollar are
translated at the exchange rates in effect on the reporting date, and income and
expenses are translated at the weighted average exchange rate during the period.
The net effect of translation gains and losses is not included in determining
net income, but is accumulated as a separate component of shareholders' equity.
Foreign currency transactional gains and losses are included in determining net
income. Such gains and losses are not material for any period presented.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates;
however, management does not believe these differences would have a material
effect on operating results.

Accounting Pronouncements -- In June 1997, the Financing Accounting
Standards Board ("FASB") issued SFAS No. 130, "Reporting Comprehensive Income"
which is effective for periods ending after December 15, 1998. This statement
establishes standards for computing and presenting comprehensive income which
includes translation adjustments. In June 1997, FASB issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which is
also effective for periods ending after December 15, 1998. This statement
establishes additional disclosure requirements for business segments.

F-9
52

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Management is currently assessing the future period impact of SFAS No. 130
and 131 on the Company's presentation of results of operations, changes in
shareholders' equity and segment disclosures.

NOTE 2 -- ACQUISITIONS AND MERGERS

Effective January 1, 1997, the Company acquired all of the common stock of
Traffic, N.V. ("Traffic") of Brussels, Belgium, and certain other assets, for
approximately $1.8 million in cash. Traffic specializes in foreign language
translation and multi-media documentation development. The transaction was
accounted for under the purchase method of accounting and pro forma information
is not presented, as the operating results are not material to the Company's
consolidated operations.

On March 31, 1997, the Company acquired Info Systems of North Carolina,
Inc. ("Info Systems") in exchange for approximately 1.1 million shares of the
Company's common stock. The Company accounted for the acquisition utilizing the
pooling-of-interests method of accounting. Info Systems is engaged in the
design, development, licensing and support of information management solutions
to the retail, manufacturing and distribution industries.

On June 16, 1997, the Company acquired all of the stock of Telcare
Gesellschaft fur Telekommunikations-Mehrwertdieste mbH ("Telcare") of
Wilhelmshaven, Germany, in exchange for 750,000 shares of the Company's common
stock. The Company accounted for the acquisition utilizing the
pooling-of-interests method of accounting. Telcare operates an information
technology call center and provides technical support and service to numerous
industries in Germany.

On September 26, 1997, the Company acquired all of the stock of TAS
Telemarketing Gesellschaft fur Kommunikation und Dialog mbH ("TAS I") of Bochum,
Germany in exchange for 400,000 shares of the Company's common stock. The
Company accounted for the acquisition utilizing the pooling-of-interests method
of accounting. TAS I provides technical call center support and customer care
services, database development, consulting and training services to customers in
Germany and surrounding countries.

On September 26, 1997, the Company acquired all of the stock of TAS Hedi
Fabinyi GmbH ("TAS II") of Stuttgart, Germany, in exchange for 180,000 shares of
the Company's common stock. The Company accounted for the acquisition utilizing
the pooling-of-interests method of accounting. TAS II provides technical call
center support and customer care services, to customers in Germany and
surrounding countries.

On December 31, 1997, the Company acquired all of the stock of McQueen
International Limited ("McQueen") of Galashiels, Scotland, in exchange for
3,540,000 shares of the Company's common stock. The Company accounted for the
acquisition utilizing the pooling-of-interests method of accounting. McQueen
provides inbound call center support and customer service, software fulfillment
and foreign language translation and localization services.

On April 7, 1997 McQueen acquired the Media Services divisions of Rand
McNally & Company, comprising the US Division, Rand McNally Media Services Inc.,
and Rand McNally International Business Services BV, a Netherlands division with
an operational branch in Ireland, for approximately $30.0 million, including
acquisition costs. This purchase price was entirely financed through the
issuance of notes to the seller. Accordingly, this non-cash transaction has been
excluded from the accompanying Consolidated Statement of Cash Flows for the year
ended December 31, 1997. The acquisition has been accounted for by the purchase
method of accounting. Accordingly, the results of operations for the eight
months ended December 31, 1997 of Rand McNally Media Services Inc and Rand
McNally International Business Services BV have been included in the
accompanying financial statements. The excess of the total acquisition cost over
the fair value of net assets acquired in the amount of $6.9 million after an
impairment of $10.4 million is being amortized on a straight line basis over
fifteen years. The unaudited pro forma combined historical results, as if the
Media Services division of Rand McNally & Company had been acquired on January
1, 1996, are estimated to be revenues of $285,249,000, net income of
$10,752,000, and basic and diluted earnings per share

F-10
53

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

of $0.31 and $0.30, respectively for 1996 and revenues of $329,748,000, net
income of $5,871,000, and basic and diluted earnings per share of $0.15 and
$0.15, respectively for 1997. The pro forma results include amortization of the
intangibles noted above and interest expense on the debt assumed to finance the
purchase. The pro forma results are not necessarily indicative of what actually
would have occurred if the acquisition had been completed as of the beginning of
1996, nor are they necessarily indicative of future consolidated results.

McQueen had a February 28 fiscal year end and, accordingly, the McQueen
statements of income for the years ended February 28, 1996 and 1997 have been
combined with the Sykes' statements of income for the years ended December 31,
1995 and 1996, respectively. In order to conform McQueen's fiscal year end to
Sykes' calendar year end, the consolidated statement of income for 1997 includes
two months (January and February 1997) for McQueen which are also included in
the consolidated statements of income for the year ended December 31, 1996.
Accordingly, an adjustment has been made during 1997 to retained earnings for
the duplication of net income of approximately $1.1 million for such two month
period. McQueen's revenue for the two months (January and February 1997) was
approximately $12.3 million.

The above transactions, excluding Traffic and McQueen's purchase of the
Media Services division of Rand McNally & Company, have been accounted for as
pooling-of-interests and, accordingly, the consolidated financial statements for
the periods presented have been restated to include the accounts of Info
Systems, Telcare, TAS I, TAS II and McQueen.

Separate results of operations for the periods prior to the mergers with
Info Systems, Telcare, TAS I, TAS II and McQueen are outlined below.

THREE MONTHS
DECEMBER 31, ENDED
--------------------------- MARCH 30,
1995 1996 1997
------------ ------------ ------------
(UNAUDITED)

Revenue:
Sykes............................................. $ 74,594,634 $117,018,154 $38,245,596
Info Systems...................................... 23,317,923 25,196,629 7,022,451
Telcare........................................... 3,587,292 6,405,423 1,404,877
TAS I............................................. 4,318,972 7,922,762 1,090,533
TAS II............................................ 2,075,363 3,467,533 408,000
McQueen........................................... 48,062,400 58,985,250 18,425,488
------------ ------------ -----------
Combined............................................ $155,956,584 $218,995,751 $66,596,945
============ ============ ===========
Net income:
Sykes............................................. $ 2,396,085 $ 9,817,484 $ 4,021,527
Info Systems...................................... (304,526) (1,982,510) 46,186
Telcare........................................... (489,725) 282,130 42,589
TAS I............................................. 337,453 435,729 71,000
TAS II............................................ 53,556 124,560 28,000
McQueen........................................... 892,800 1,694,150 937,566
------------ ------------ -----------
Combined............................................ $ 2,885,643 $ 10,371,543 $ 5,146,868
============ ============ ===========

F-11
54

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

THREE MONTHS
DECEMBER 31, ENDED
--------------------------- MARCH 30,
1995 1996 1997
------------ ------------ ------------
(UNAUDITED)

Other changes in shareholders' equity:
Sykes............................................. $ 190,775 $113,916,826 $ (337,279)
Info Systems...................................... 678,051 2,356,235 --
Telcare........................................... 46,912 69,494 --
TAS I............................................. (275,691) (290,208) --
TAS II............................................ (18,151) (13,445) --
McQueen........................................... 5,614,128 (464,865) (259,409)
------------ ------------ -----------
Combined............................................ $ 6,236,024 $115,574,037 $ (596,688)
============ ============ ===========

NOTE 3 -- CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade receivables. With the
exception of approximately $2.3 million of receivables from a significant
customer (See Note 15), the Company's credit concentrations are limited due to
the wide variety of customers and markets into which the Company's services are
sold.

NOTE 4 -- RECEIVABLES

Receivables consist of the following:

DECEMBER 31,
-------------------------
1996 1997
----------- -----------

Trade accounts receivable................................... $49,416,729 $56,256,991
Unbilled accounts receivable................................ 2,843,193 6,446,597
Note from officer........................................... -- 418,958
Other....................................................... 5,208,480 5,935,320
----------- -----------
57,468,402 69,057,866
Less allowance for doubtful accounts........................ 498,129 537,395
----------- -----------
$56,970,273 $68,520,471
=========== ===========

NOTE 5 -- PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

DECEMBER 31,
-------------------------
1996 1997
----------- -----------

Land........................................................ $ 2,506,421 $ 3,008,222
Buildings and leasehold improvements........................ 18,777,157 24,340,797
Equipment, furniture and fixtures........................... 56,469,008 82,950,507
Transportation equipment.................................... 759,822 441,647
Construction in progress.................................... -- 6,344,495
----------- -----------
78,512,408 117,085,668
Less accumulated depreciation............................... 24,891,978 45,803,485
----------- -----------
$53,620,430 $71,282,183
=========== ===========

F-12
55

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 6 -- MARKETABLE SECURITIES

On May 8, 1997, the Company purchased approximately 1.066 million shares of
SystemSoft Corp. common stock in conjunction with a strategic technology
exchange agreement between the parties. On June 20, 1997, the Company converted
a $1.0 million note receivable into a to be determined number of shares of
InfoCure Corporation common stock, which will have a market value of $1.0
million. In accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," the
investments are classified as available-for-sale securities and are carried at
an aggregate market value of $7.8 million as of December 31, 1997. The Company's
cost basis in these investments is $9.0 million, and the unrealized loss of
approximately $1.2 million, net of deferred income taxes of approximately
$465,000, is reported as a separate component of shareholders' equity.

NOTE 7 -- LONG-TERM DEBT

Long term debt consists of the following:

DECEMBER 31,
-------------------------
1996 1997
----------- -----------

Secured loan note, principal and interest payable in annual
installments through November 1999, interest at 8 percent,
collateralized by certain assets.......................... $ -- $ 855,675
Secured loan notes, interest payable in quarterly
installments through December 1999, interest at varying
rates up to 9.6 percent, principal due in three
installments during 1999, collateralized by certain
assets.................................................... -- 26,950,400
Notes payable and capital leases, principal and interest
payable in monthly installments through December 2002,
interest at varying rates up to prime plus 1 percent,
collateralized by certain receivables and equipment....... 13,522,917 8,495,793
----------- -----------
13,522,917 36,301,868
Less current portion........................................ 8,345,239 2,989,271
----------- -----------
$ 5,177,678 $33,312,597
=========== ===========

Future principal maturities subsequent to December 31, 1998 are as follows:

1999........................................................ $29,569,573
2000........................................................ 1,232,487
2001........................................................ 1,140,042
2002........................................................ 1,370,495
-----------
$33,312,597
===========

Effective December 31, 1996, the Company entered into an agreement
replacing its previous credit line with an unsecured revolving $25.0 million
facility. This new facility accrues borrowings at tiered levels between 125 and
200 basis points above listed LIBOR pursuant to a defined ratio calculation
within the agreement, and includes as annual commitment fee of 0.1 percent of
the committed amount. The facility matures in June 1998, and contains certain
covenants associated with tangible net worth, debt and debt funding as defined
by the agreement. There were no borrowings outstanding under this agreement at
December 31, 1996 or 1997, respectively.

During February 1998, the Company entered into a new $150 million
syndicated credit facility which provides for multi-currency lending. This new
facility will accrue borrowings at tiered levels between 75 and

F-13
56

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

175 basis points above listed LIBOR pursuant to a defined ratio calculation
within the agreement, and will accrue as unused commitment fee at tiered levels
between 15 and 37.5 basis points above listed LIBOR. The facility which matures
in February 2001, contains certain financial covenants associated with debt
ratios, leverage, coverage and capital expenditures and acquisitions as defined
by the agreement.

During 1996, a subsidiary of the Company entered into a $2.0 million and a
$1.25 million credit facility. These facilities consisted of a revolving line of
credit maturing in November 1997. The Company had no borrowings under either
credit facility at December 31, 1996 or 1997, respectively, and both of these
credit facilities were canceled during 1997.

NOTE 8 -- INCOME TAXES

The components of income before income taxes are as follows:

DECEMBER 31,
--------------------------------------
1995 1996 1997
---------- ----------- -----------

Domestic......................................... $1,179,908 $10,823,955 $ 8,551,740
Foreign.......................................... 4,391,345 5,970,525 8,071,466
---------- ----------- -----------
Total income before income taxes....... $5,571,253 $16,794,480 $16,623,206
========== =========== ===========

Provision for income taxes consists of the following:

DECEMBER 31,
-------------------------------------
1995 1996 1997
---------- ---------- -----------

Current:
Federal......................................... $ (174,520) $3,573,533 $ 6,906,000
State........................................... (35,875) 610,632 1,229,000
Foreign......................................... 1,640,252 1,955,190 2,728,000
---------- ---------- -----------
Total current provision for income
taxes................................. 1,429,857 6,139,355 10,863,000
---------- ---------- -----------
Deferred:
Federal......................................... 1,054,967 (2,000) (99,000)
State........................................... 183,006 56,250 (25,000)
Foreign......................................... 17,780 229,332 137,000
---------- ---------- -----------
Total deferred provision for income
taxes................................. 1,255,753 283,582 13,000
---------- ---------- -----------
Total provision for income taxes........ $2,685,610 $6,422,937 $10,876,000
========== ========== ===========

The components of the net deferred tax asset (liability) are as follows:

DECEMBER 31,
-------------------------
1996 1997
----------- -----------

Domestic current:
Deferred tax asset:
Accrued expenses.......................................... $ 686,000 $ 800,000
Deferred compensation..................................... -- 246,000
Bad debt reserve.......................................... 15,000 119,000
Other..................................................... 53,000 7,000
----------- -----------
Total current deferred tax asset.................. $ 754,000 $ 1,172,000
----------- -----------

F-14
57

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

DECEMBER 31,
-------------------------
1996 1997
----------- -----------

Deferred tax liability:
Property and equipment.................................... $ (149,000) $ --
Cash to accrual -- Section 481 adjustment................. (277,000) (488,000)
----------- -----------
Total current deferred tax liability................... (426,000) (488,000)
----------- -----------
Net domestic current deferred tax asset................ $ 328,000 $ 684,000
----------- -----------
Foreign current:
Deferred tax asset:
Net operating loss carry-forward.......................... $ 571,000 $ 135,000
Less: valuation allowance................................. (571,000) (135,000)
----------- -----------
Total foreign non-current deferred tax asset........... $ -- $ --
----------- -----------
Net current deferred asset.................................. $ 328,000 $ 684,000
=========== ===========
Domestic non-current:
Deferred tax asset:
Deferred compensation..................................... $ 240,000 $ --
Unrealized loss on security............................... -- 466,000
Intangible assets......................................... -- 40,000
Accrued expenses.......................................... 3,000 --
Other..................................................... -- 3,000
----------- -----------
Total non-current deferred tax asset................... $ 243,000 $ 509,000
----------- -----------
Deferred tax liability:
Property and equipment.................................... $ (338,000) $ (504,000)
Cash to accrual -- Section 481 adjustment................. (2,903,000) (2,437,000)
Accrued liabilities....................................... -- (258,000)
Other..................................................... (244,562) (526,963)
----------- -----------
Total non-current deferred tax liability.......... (3,485,562) (3,725,963)
----------- -----------
Net domestic non-current deferred tax liability... $(3,242,562) $(3,216,963)
----------- -----------
Foreign non-current:
Deferred tax liability:
Property and equipment.................................... $(1,178,000) $(1,158,000)
----------- -----------
Total non-current deferred tax liability.......... (1,178,000) (1,158,000)
----------- -----------
Net foreign non-current deferred tax liability.... $(1,178,000) $(1,158,000)
----------- -----------
Net non-current deferred tax liability...................... $(4,420,562) $(4,374,963)
=========== ===========

The corporation has not recorded deferred income taxes applicable to
undistributed earnings of foreign subsidiaries that are indefinitely reinvested
in foreign operations. Undistributed earnings amounted to approximately $6.0
million at December 31, 1997, excluding amounts which, if remitted, generally
would result in minimal additional U.S. income taxes because of available
foreign tax credits. If the earnings of such foreign subsidiaries were not
indefinitely reinvested, a deferred tax liability of approximately $700,000
would have been required.

In conjunction with the Company's initial public offering, the Company
changed its method of accounting for income taxes from the cash basis to the
accrual method. The corresponding adjustment will be included in taxable income
over a period not to exceed four years.

F-15
58

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following summarizes the principal differences between income taxes at
the federal statutory rate and the effective income tax amounts reflected in the
financial statements:

DECEMBER 31,
-------------------------------------
1995 1996 1997
---------- ---------- -----------

Statutory tax................................... $1,894,000 $5,710,000 $ 5,818,000
State income taxes net of federal tax benefit... 67,000 316,000 759,000
Effect of income not subject to federal and
state income tax.............................. (155,000) (284,000) (1,015,000)
Change in tax rate.............................. -- -- 71,000
Non-deductible amortization..................... -- -- 3,640,000
Loss on joint venture........................... -- -- 990,000
Foreign taxes, net of foreign income not taxed
in the United States.......................... 444,264 276,937 133,000
Permanent differences........................... 366,555 153,000 582,000
Tax credits..................................... (90,209) -- --
Other........................................... 159,000 251,000 (102,000)
---------- ---------- -----------
Total provision for income taxes.............. $2,685,610 $6,422,937 $10,876,000
========== ========== ===========

The Company is currently under examination by the Internal Revenue Service
for tax years ended July 31, 1991, 1992, 1993 and 1994. The Company has reviewed
various matters that are under consideration and believes that it has adequately
provided for any liability that may result from this examination. In the opinion
of management, any liability that may arise from prior periods as a result of
the examination will not have a material effect on the Company's financial
condition or results of operations.

NOTE 9 -- EARNINGS PER SHARE

Basic earnings per share are based on the weighted average number of common
shares outstanding during the periods. Diluted earnings per share includes the
weighted average number of common shares outstanding during the periods and
further assumes, (i) that the redeemable preferred stock was converted at the
beginning of each period, or date of issuance, if later, and (ii) that earnings
were increased for preferred dividends that would not have been incurred had
conversion taken place. Diluted earnings per share includes, dilutive stock
options using the treasury stock method.

The numbers of shares used in the earnings per share computation are as
follows:

DECEMBER 31,
------------------------------------ MARCH 30, MARCH 31,
1995 1996 1997 1997 1998
---------- ---------- ---------- ---------- ----------
(UNAUDITED)

Basic:
Weighted average common
outstanding......... 29,945,275 34,411,266 38,982,002 38,858,274 39,058,422
---------- ---------- ---------- ---------- ----------
Total basic.... 29,945,275 34,411,266 38,982,002 38,858,274 39,058,422
Diluted:
Conversion of preferred
stock............... 672,044 227,151 -- -- --
Dilution of stock
options............. 711,201 1,315,906 1,271,044 1,306,373 1,098,390
---------- ---------- ---------- ---------- ----------
Total
diluted...... 31,328,520 35,954,323 40,253,046 40,164,647 40,156,812
========== ========== ========== ========== ==========

F-16
59

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 10 -- COMMITMENTS AND CONTINGENCIES

The Company leases certain equipment and buildings under operating leases
having terms ranging from one to twenty-two years. The building leases contain
up to two five year renewal options.

Rental expense under operating leases for the years ended December 31,
1995, 1996 and 1997 was approximately $2,569,000, $6,177,000 and $4,949,000,
respectively. Rental expense for an office building leased from the Company's
major shareholder, net of subleases was approximately $104,000, $104,000 and
$88,000 for each of the years ended December 31, 1995, 1996 and 1997,
respectively. This building was sold during November 1997, which terminated the
sublease agreement.

The Company has a ten-year operating lease agreement, signed in 1995, with
the Company's majority shareholder for its corporate aircraft. The lease expense
for the years ended December 31, 1995, 1996 and 1997 was approximately $51,000,
$615,000 and $618,000, respectively.

The Company had a five year sublease agreement with an unrelated tenant for
its Charlotte, North Carolina facility. The minimum sublease rental amounts the
Company was expected to receive for the years ended December 31, 1998 and 1999,
was approximately $187,000 and $94,000 respectively. This building was sold
during November 1997, which terminated the sublease agreement.

The following is a schedule of future minimum rental payments under
operating leases having a remaining noncancelable term in excess of one year
subsequent to December 31, 1997:

RELATED NON-RELATED TOTAL
YEAR PARTY PARTY AMOUNT
- ---- ---------- ----------- -----------

1998........................................... $ 618,000 $ 3,417,000 $ 4,035,000
1999........................................... 618,000 2,820,000 3,438,000
2000........................................... 618,000 2,131,000 2,749,000
2001........................................... 618,000 1,802,000 2,420,000
2002........................................... 618,000 1,306,000 1,924,000
Thereafter..................................... 1,803,000 12,485,000 14,288,000
---------- ----------- -----------
Total minimum payments required...... $4,893,000 $23,961,000 $28,854,000
========== =========== ===========

During 1997, the Company entered into a joint venture with HealthPlan
Services, Inc., for the purpose of managing call centers focused on customer
services related to the health care services industry. The Company has committed
to invest $17.5 million for a fifty percent equity interest in the joint
venture. As of December 31, 1997, the Company has invested approximately $5.1
million of its commitment in the joint venture.

The Company from time to time is involved in legal actions arising in the
ordinary course of business. With respect to these matters, management believes
that it has adequate legal defenses and/or provided adequate accruals for
related costs such that the ultimate outcome will not have a material adverse
effect on the Company's future financial position.

NOTE 11 -- EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) plan covering defined employees who meet
established eligibility requirements. Under the original plan provisions, the
Company matched 25% of participant contributions to a maximum matching amount of
1% of participant compensation. During 1997, the Company increased the 401 (k)
matching provision to 50% of participating contributions to a maximum matching
amount of 2% of participant compensation. Company contributions are funded on a
bi-weekly basis. The Company contribution was approximately $143,000, $170,000
and $295,000 for the years ended December 31, 1995, 1996 and 1997, respectively.
In addition, one of the Company's subsidiaries maintains a separate defined
contribution plan.

F-17
60

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The contributions made to this plan was approximated $180,000, $198,000 and
$244,000 for the years ended December 31, 1995, 1996, and 1997, respectively.

In June 1992, one of the Company's subsidiaries established an Employee
Stock Ownership Plan ("ESOP") for the benefit of its employees. In August 1992,
the ESOP purchased 249,350 shares of the subsidiary's common stock. In
connection with the stock purchase, the subsidiary made a cash contribution of
$1.0 million to the ESOP and entered into a note payable of $3.1 million. As the
debt was repaid, shares were released from collateral and allocated to active
employees, based on the proportion of debt service paid in the current year. The
note payable associated with the ESOP was repaid as of December 31, 1996 and all
shares were released to eligible employees.

NOTE 12 -- PUBLIC OFFERINGS

In April 1996, the Company completed its initial public offering for the
sale of 4,500,000 shares of common stock. Coincident with such offering, the
underwriters of the offering exercised their 15% over-allotment option and
accordingly an additional 939,978 shares of the Company's common stock were sold
by the Company. The Company received approximately $39.7 million from the sale
of the shares, net of underwriting discounts and expenses associated with such
offering. The proceeds were used to repay all outstanding indebtedness and make
capital expenditures, with the remaining balance held for general corporate and
working capital purposes.

In November 1996, the Company completed a secondary offering for the sale
of 2,419,890 shares of common stock, inclusive of the underwriters'
over-allotment option. The Company received approximately $71.5 million from the
offering, net of underwriting discounts and expenses. The net proceeds were held
for general corporate and working capital purposes.

NOTE 13 -- STOCK OPTIONS

In 1995, the Company granted options to an executive officer to purchase
1,143,000 shares of common stock at $3.02 per share. The Company determined that
the price was approximately $0.83 below fair market value at the date of the
grant and recognized $949,960 as compensation expense for the year ended
December 31, 1995. The options become exercisable three years from the date of
grant, except that one-third were exercisable to the extent that the underlying
shares were permitted to be included by the underwriters in an underwritten
public offering. In November, 1996 the Company completed its secondary public
offering and 381,000 of the options granted to the executive officer were
exercised and sold in the offering. The remaining 762,000 options expire if not
exercised by the tenth anniversary of their grant date.

Another executive officer was granted options under the Company's 1996
Employee Stock Option Plan to purchase 209,841 shares of the Company's common
stock with an exercisable price of (i) 33 1/3 % of such shares at $8.00 per
share, (ii) 33 1/3 % at $7.55 per share, and (iii) 33 1/3 % at $6.67 per share.
Compensation expense of approximately $28,000 and $42,000 is recognized in the
general and administrative expenses in the accompanying consolidated statements
of operations for the years ended December 31, 1996 and 1997, respectively.

1996 Employee Stock Option Plan -- The Company's 1996 Employee Stock Option
Plan (the "Employee Plan") permits the granting of incentive or nonqualified
stock options to purchase up to approximately 2,324,000 shares of the Company's
common stock at not less than the fair value at the time the options are
granted. Certain other officers and employees hold options to purchase
additional shares of common stock at a range of $0.03 to $31.27 per share and
vest ratably over the three-year period following the date of grant, except for
approximately 360,000 options associated with the outstanding options from the
acquisition of McQueen and options granted to key employees of a 1996
acquisition, all of which are immediately exercisable. All options granted under
the Employee Plan expire if not exercised by the tenth anniversary of

F-18
61

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

their grant date with the exception of outstanding options converted pursuant to
the acquisition of McQueen consistent with pooling-of-interests rules and expire
five years from grant date.

Transactions related to the 1996 Employee Stock Option Plan are summarized
as follows:

WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------

Outstanding at December 31, 1995.......................... --
Granted................................................. 973,605 $10.00
Exercised............................................... --
Expired or terminated................................... (71,813) $ 8.00
---------
Outstanding at December 31, 1996.......................... 901,792 $15.22
(Excercisable: 180,000 at $27.67)
Granted................................................. 893,816 $19.86
Exercised............................................... (190,322) $ 8.00
Expired or terminated................................... (231,300) $19.38
---------
Outstanding at December 31, 1997.......................... 1,373,986 $16.67
=========
Options available for future grant........................ 831,610
=========

The following table further summarizes information about the 1996 Employee
Stock Option Plan at December 1997:

WEIGHTED WEIGHTED WEIGHTED
RANGE OF NUMBER AVERAGE AVERAGE NUMBER AVERAGE
EXERCISE OUTSTANDING REMAINING EXERCISE EXERCISABLE EXERCISE
PRICES AT 12/31/97 LIFE PRICE AT 12/31/97 PRICE
- ------------------------------------------ ----------- --------- -------- ----------- --------

$ 0.03 to $ 1.24.......................... 236,441 5.0 $ 0.63 236,441 $ 0.63
$ 8.00 to $10.00.......................... 328,970 8.3 $ 8.00 6,150 $ 8.00
$19.18 to $31.27.......................... 808,575 9.6 $24.89 148,375 $27.70
$ 0.03 to $31.27.......................... 1,373,986 8.5 $16.67 390,966 $11.02

1996 Non-Employee Director Stock Option Plan -- The Company's 1996
Non-Employee Director Stock Option Plan (the "Non-Employee Plan") permits the
granting of nonqualified stock options to purchase up to approximately 431,000
shares of the Company's common stock to members of the Board of Directors who
are not employees of the Company. Each outside director will receive options to
purchase 5,000 shares of common stock on the day following each annual meeting
of shareholders. Also, on the date on which a new outside director is first
elected or appointed, he or she will automatically be granted options to
purchase 5,000 shares of common stock. All options granted will have an exercise
price equal to the then fair market value of the common stock. At December 31,
1996 and 1997, no options granted were exercisable. All options granted under
the Non-Employee Plan expire if not exercised by the tenth anniversary of their
grant date.

F-19
62

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Transactions related to the 1996 Non-Employee Director Stock Option Plan
are summarized as follows:

WEIGHTED AVERAGE
SHARES EXERCISE PRICE
------- ----------------

Outstanding at December 31, 1995............................ --
Granted................................................... 56,250 $ 8.00
Exercised................................................. --
Expired or terminated..................................... --
-------
Outstanding at December 31, 1996............................ 56,250 $ 8.00
Granted................................................... 42,500 $22.61
Exercised................................................. (26,250) $ 8.00
Expired or terminated..................................... --
-------
Outstanding at December 31, 1997............................ 72,500 $16.56
=======
Options available for future grant.......................... 341,250
=======

The following table further summarizes information about the 1996
Non-Employee Director Stock Option Plan at December 1997:

WEIGHTED WEIGHTED WEIGHTED
RANGE OF NUMBER AVERAGE AVERAGE NUMBER AVERAGE
EXERCISE OUTSTANDING REMAINING EXERCISE EXERCISABLE EXERCISE
PRICES AT 12/31/97 LIFE PRICE AT 12/31/97 PRICE
- --------------------------------------------- ----------- --------- -------- ----------- --------

$ 8.00 to $10.00............................. 30,000 8.3 $ 8.00 -- $ --
$22.23 to $25.42............................. 42,500 9.4 $22.61 -- $ --
$ 8.00 to $25.42............................. 72,500 8.9 $16.56 -- $ --

The Company has adopted the disclosure only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation", but applies Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for its plans. Therefore, no compensation
expense has been recognized for stock options granted under its plans. If the
Company had elected to recognize compensation expense for stock options based on
the fair value at grant date, consistent with the method prescribed by SFAS No.
123, net income and earnings per share would have been reduced to the pro forma
amounts shown on the following page:

YEARS ENDED DECEMBER 31,
---------------------------------
1995 1996 1997
--------- --------- ---------
($ IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)

Pro forma net income as reported (actual for 1997)........ $ 2,714 $10,305 $ 5,747
Pro forma net income (loss) as prescribed by SFAS 123..... $ 784 $ 7,970 $ (300)
Pro forma net income per diluted share as reported (actual
for 1997)............................................... $ 0.09 $ 0.29 $ 0.14
Pro forma net income (loss) per diluted share as
prescribed by SFAS 123.................................. $ 0.03 $ 0.22 $ (0.01)

The pro forma amounts were determined using the Black-Scholes valuation
model with the following key assumptions: (i) a discount rate of 6.0 percent for
1995 and 1996 and 6.05 percent for 1997; (ii) a volatility factor initially
based upon the average trading price since the Company's common stock has traded
on the Nasdaq National Market; (iii) no dividend yield; and (iv) an average
expected option life of approximately 4 years, for each year presented.

F-20
63

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14 -- GEOGRAPHIC INFORMATION

Information about the Company's operations by geographic location are as
follows:

YEARS ENDED DECEMBER 31,
------------------------------------------
1995 1996 1997
------------ ------------ ------------

Revenue:
United States.............................. $ 86,231,484 $130,653,666 $193,898,426
International.............................. 69,725,100 88,342,085 119,286,128
------------ ------------ ------------
$155,956,584 $218,995,751 $313,184,554
============ ============ ============
Income before income taxes:
United States.............................. $ 1,179,908 $ 10,823,955 $ 8,551,740
International.............................. 4,391,345 5,970,525 8,071,466
------------ ------------ ------------
$ 5,571,253 $ 16,794,480 $ 16,623,206
============ ============ ============
Total assets:
United States.............................. $ 44,766,987 $162,831,598 $176,310,372
International.............................. 41,191,342 51,691,933 65,353,093
------------ ------------ ------------
$ 85,958,329 $214,523,531 $241,663,465
============ ============ ============

NOTE 15 -- SIGNIFICANT CUSTOMER

Revenues from one customer amounted to 13%, 13% and 11% for the years ended
December 31, 1995, 1996 and 1997, respectively.

NOTE 16 -- PRO FORMA DISCLOSURES

Preferred Stock -- In connection with an agreement entered into in February
1996, the Company's majority shareholder transferred all the newly issued shares
of the Company's outstanding preferred stock and all of the outstanding
non-voting common stock to a related party. Effective immediately prior to the
Company's initial public offering, the preferred stock and non-voting common
stock was automatically converted into shares of common stock. These shares were
sold in connection with such offering.

Pro Forma Income Taxes -- An affiliate of the Company had elected to be
treated as an S corporation for federal and state income tax purposes. As such,
the affiliate's taxable income was reported to and subject to tax to the
affiliate's shareholder. Prior to the Company's initial public offering, the
Company's affiliate terminated its S corporation election and accordingly became
subject to federal and state income taxes. The pro forma provision for income
taxes reported on the consolidated statements of operations presents federal and
state income taxes that would have been incurred if the affiliate had been
subject to tax as a C corporation. In addition, the Company changed its method
of accounting for income taxes from the cash basis to the accrual method in
connection with the offering. The corresponding adjustment will be included in
taxable income over a period not to exceed four years.

Pro Forma Net Income Per Share -- In March 1996, the Company was a North
Carolina corporation and amended its Articles of Incorporation to authorize the
issuance of up to 10,000 shares of $1,000 par value per share preferred stock.
At that time, the Company approved a 95-to-1 stock split of all outstanding
common stock, and subsequent to the amendment and stock split, the Company
changed its state of incorporation from North Carolina to Florida and changed
the authorized number of shares of common stock from 100,000 to 50,000,000
(subsequently further amended to 200,000,000). As part of the change of state of
incorporation, each share of common stock of the North Carolina corporation was
exchanged for 88 shares (198 shares as adjusted for the three-for-two stock
splits) of common stock of the Company. All applicable share and per

F-21
64

SYKES ENTERPRISES, INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

share amounts in the accompanying financial statements have been retroactively
adjusted to reflect these events.

Weighted average common shares outstanding includes the common share
equivalents discussed in Note 9, consistent with FAS Statement No. 128. In
addition, the calculation includes certain preferred stock issued during the
year that was converted to common stock immediately prior to the closing of and
sold in the Company's initial public offering. Such shares were deemed
outstanding for all periods presented.

In addition, the Company issued 2,745,000 shares of common stock as a
result of the merger involving Sykes Realty, Inc. immediately prior to the
offering, which shares were deemed outstanding for all periods presented.

NOTE 17 ================================================================================-- INVESTMENT IN JOINT VENTURE

The Company has a 50% interest in a joint venture that is accounted for
using the equity method of accounting. Accordingly, the Company records its
proportionate share of the gains and losses of the joint venture in the
consolidated statement of income.

During March 1998, the Company's joint venture entity acquired Health
International ("HI") and Prudential Service Bureau, Inc. ("PSBI"). The combined
purchase price of the two acquisitions was $72.6 million. HI is a disease
management company that provides a comprehensive managed medical care program
for employees and plan administrators. PBSI provides a wide range of call
center-based health and welfare benefits and administrative services.

These acquisitions were accounted for by the joint venture utilizing the
purchase method of accounting. As a result, the Company recorded non-recurring
charges of approximately $8.0 million, representing its share of the joint
venture's acquired in-process research and development.

NOTE 18 -- COMPREHENSIVE INCOME

Effective January 1, 1998 the Company has adopted Financial Accounting
Standards No. 130 "Reporting Comprehensive Income" which requires that all items
that are required to be recognized under accounting standards as components of
comprehensive income be reported in the financial statements. Prior periods will
be reclassified as required. The Company's total comprehensive earnings were as
follows:

THREE MONTHS ENDED
------------------------
MARCH 30, MARCH 31,
1997 1998
---------- -----------
(UNAUDITED)

Net income (loss)........................................... $5,146,868 $(1,471,657)
Other comprehensive earnings (losses):
Change in equity due to foreign currency translation
adjustments............................................ (596,688) (920,517)
Unrealized loss on securities, net of income taxes........ -- (2,868,594)
---------- -----------
Comprehensive earnings...................................... $4,550,180 $(5,260,768)
========== ===========

F-22
65

======================================================

NO DEALER, SALESMAN,SALES PERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN SO AUTHORIZED.AUTHORIZED BY THE COMPANY, THE SELLING
SHAREHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF ANANY OFFER TO BUY SUCHANY SECURITIES TO ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION.UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.THE
DATE HEREOF.

------------------------

TABLE OF CONTENTS

PAGE
----

Available Information................................. 2
Incorporation of Certain Documents by
Reference.......................................Reference........................... 2
The Offering.......................................... 2
The Company...........................................Prospectus Summary.................... 3
Risk Factors ......................................... 5
UseFactors.......................... 6
Price Range of Proceeds....................................... 9Common Stock........... 12
Dividend Policy....................... 12
Capitalization........................ 13
Selected Consolidated Financial
Data................................ 14
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 15
Business.............................. 22
Management............................ 33
Selling Shareholders.................. 35
Description of Capital Stock.......................... 10
Shares Eligible for Future Sale....................... 10
Selling Stockholders.................................. 11
Plan of Distribution.................................. 13Stock.......... 37
Underwriting.......................... 39
Legal Matters......................................... 14
Experts............................................... 14Matters......................... 40
Experts............................... 40
Additional Information................ 41
Index to Financial Statements......... F-1

================================================================================

SYKES======================================================
- ------------------------------------------------------

- ------------------------------------------------------

2,554,536 SHARES

(SYKES ENTERPRISES, INCORPORATED

3,537,882 SHARESINC. LOGO)

COMMON STOCK
-------------------------------------------------------

PROSPECTUS
---------------------------

[April ___, 1998]

================================================================================----------------------------

MERRILL LYNCH & CO.

ROBERT W. BAIRD & CO.

INCORPORATED

FURMAN SELZ

, 1998

======================================================
1866

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCEINSURANCE AND DISTRIBUTION.

The following table sets
Securities and Exchange Commission filing fee............... $ 21,918
NASD filing fee.............................................
Nasdaq listing fee..........................................
Blue sky fees and expenses..................................
Transfer agent expenses and fees............................
Printing and engraving......................................
Accountants' fees and expenses..............................
Legal fees and expenses.....................................
Miscellaneous...............................................
--------
Total............................................. $
========

All of the fees, costs and expenses set forth above will be paid by the
Company. Other than the SEC filing fee and NASD filing fee, all fees and
expenses in connection with
the issuance and distribution of the securities being registered hereunder.
Except for the SEC registration fee, all amounts are estimates. The Selling
Stockholders will pay any transfer and sales taxes on the shares sold by them in
this filing and the fees and expenses of its own counsel.

SEC registration fee............................................. $ 21,918
Accounting fees and expenses..................................... 5,000*
Legal fees and expenses.......................................... 15,000*
Blue Sky fees and expenses (including counsel fees).............. 0*
Printing expenses................................................ 1,000*
Transfer agent's and registrar's fees and expenses............... 500*
Miscellaneous expenses........................................... 1,000*
--------

Total....................................................... $ 44,418*
========

*Estimated.estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant'sFlorida Business Corporation Act (the "Florida Act") permits a Florida
corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.

The Company's Articles of Incorporation and Bylaws provideprovides that the
RegistrantCompany shall indemnify directors and executive officers to the fullest extent
now or hereafter permitted by the Florida Act. Section 607.0850 ofIn addition, the Company may
enter into Indemnification Agreements with its directors and executive officers
in which the Registrant has agreed to indemnify such persons to the fullest
extent now or hereafter permitted by the Florida Act.

The indemnification provided by the Florida Business Corporation Act (the "Florida
Act") sets forthand
the conditions and limitations governing the indemnification of
officers, directors and other persons.

Reference is made to Article 10 of the Registrant's Bylaws, a copy of
which is incorporated herein by reference as Exhibit 3.2, which provides for
indemnification of officers and directors of the Registrant to the full extent
authorized by the aforesaid section of the Florida Act. Article 10 of the Bylaws
also authorizes the Registrant to purchase and maintain insurance on behalf of
any officer, director, employee, trustee or agent of the Registrant against any
liability asserted against or incurred by them in such capacity or arising out
of their status as such whether or not the Registrant would have the power to
indemnify such officer, director, employee, trustee or agent against such
liability under the provisions of such article or Florida law. Reference also is
made to Article 6 of the Registrant'sCompany's Articles of Incorporation [as amended,] a
copyand Bylaws is not exclusive of which is incorporated herein by reference as Exhibit 3.1, which limits a
director's liability in accordance with the aforesaid section of the Florida
Act.

The Registrant has entered into Indemnification Agreements with its
executive officers and directors, a form of which is incorporated herein by
reference as Exhibit 10.1. These Indemnification Agreements provide that the
executive officers and directors will be indemnifiedany other
rights to the fullest extent
permitted by law against all expenses (including attorneys' fees), judgments,
fines and amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their service aswhich a director or officer may be entitled. The general effect of the
Companyforegoing provisions may be to reduce the circumstances which an officer or
of any subsidiarydirector may be required to bear the economic burden of the foregoing
liabilities and expense.

The Company or of any
other company or enterprise in which they are serving at the request of the
Company. No indemnity will be provided to any director or officer under these
agreements on account of conduct which is finally adjudged to be knowingly
fraudulent or deliberately dishonest or willful misconduct. In addition, no
indemnification will be provided if there ismay obtain a final adjudication that such
indemnification is not lawful, or in respect of any suit in which judgment is
rendered against a director or officerliability insurance policy for an accounting of profits made from a
purchase or sale of securities of the Company in violation of Section 16(b) of
the Securities Exchange Act of 1934, or of any similar

II--1

statutory law, or on account of any compensation paid to a director or officer
which is adjudicated to have been in violation of law, and in certain other
circumstances.

The agreements bind the Company to provide indemnification toits directors and
officers whether or notas permitted by the Company maintains directors' and officers'Florida Act, which may extend to, among other
things, liability insurance coverage and regardlessarising under the Securities Act of any future changes in the Bylaws,
although the agreements require the Company to use reasonable efforts to obtain
and maintain such insurance.1933, as amended (the
"Securities Act").

II-1
67

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------

*1.1 -- Form of Underwriting Agreement.
**4.1 -- Registration Rights Agreement dated December 31, 1997 among
the Company and certain shareholders of McQueen
International Limited.
+5.1 -- Opinion of Foley & Lardner.
23.1 -- Consent of Foley & Lardner (included in Exhibit (5.1)).
+23.2 -- Consent of Coopers & Lybrand L.L.P.
+23.3 -- Consent of Grant Thornton
**24.1 -- Power of Attorney relating to subsequent amendments
(included on the signature page of this Registration
Statement, as originally filed).

- ---------------

* To be filed by amendment.

** Previously filed.

+ Filed herewith.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 as amended (the "Securities Act"), may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT
NUMBER DESCRIPTION

4.1 Registration Rights Agreement, dated December 31, 1997, among
[DESCRIBE], and Sykes Enterprises, Incorporated (filed
herewith)

5 Opinion of Foley & Lardner as to the legality of the shares of
Common Stock being registered (filed herewith)

23.1 Consent of Foley & Lardner (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)

23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith)

23.3 Consent of Grant Thornton (filed herewith)

24.1 Power of Attorney (found in Part II on Page II-4)

24.2 Certified Resolutions of the Board of Directors authorizing
Power of Attorney (filed herewith)

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

II--2

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment the securities being registered which remain unsold at the termination
of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statementregistration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to RuleRules 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration
Statementregistration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II--3II-2
2168

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, and
State of Florida, on this 31st29th day of March,May, 1998.

SYKES ENTERPRISES, INCORPORATED

By:/s/ /s/ SCOTT J. BENDERT
------------------------------------
Scott J. Bendert

----------------------------------------------------
Scott J. Bendert
Sr.Senior Vice President--Finance,President -- Finance,
Treasurer, and

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Scott J. Bendert and John L. Crites, Jr., and each of
them individually, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
Registration Statements filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

Signature Title DateSIGNATURE TITLE DATE
--------- ----- ----

/s/ John H. Sykes* Chairman of the Board, President, March 31,May 29, 1998
- ------------------------------------------------------------------------------------------------------ Chief Executive Officer, and
Director
John H. Sykes Director (Principal Executive
Officer)

/s/ ScottSCOTT J. Bendert Sr.BENDERT Senior Vice President--Finance, March 31,President -- Finance, May 29, 1998
- ------------------------------------------------------------------------------------------------------ Treasurer, and Chief Financial
Scott J. Bendert Officer (Principal Financial
and Accounting Officer)

/s/ Gordon H. Loetz* Executive Vice President, Chief March 31,May 29, 1998
- ------------------------------------------------------------------------------------------------------ Operating Officer, and Director
Gordon H. Loetz

/s/* Director May 29, 1998
- -----------------------------------------------------
Furman P. Bodenheimer

Jr.* Director March 31,May 29, 1998
- -------------------------------------------------
Furman P. Bodenheimer, Jr.

/s/ John D. Gannett, Jr. Director March 31, 1998
- -------------------------------------------------
John D. Gannett, Jr.

/s/-----------------------------------------------------
H. Parks Helms

* Director March 31,May 29, 1998
- -------------------------------------------------
H. Parks Helms

/s/-----------------------------------------------------
Iain Macdonald

* Director May 29, 1998
- -----------------------------------------------------
Ernest J. Milani

* Director March 31,May 29, 1998
- -------------------------------------------------
Ernest J. Milani

/s/-----------------------------------------------------
Adelaide A. Sink

* Director March 31,May 29, 1998
- -------------------------------------------------
Adelaide A. Sink

/s/-----------------------------------------------------
R. James Stroker

Director March 31,, 1998
- -------------------------------------------------
R. James Stroker-----------------------------------------------------
Linda McClintock-Greco

II--4- ---------------
* By power-of-attorney.

II-3
69

EXHIBIT INDEX

EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------

*1.1 -- Form of Underwriting Agreement.
**4.1 -- Registration Rights Agreement dated December 31, 1997 among
the Company and certain shareholders of McQueen
International Limited.
+5.1 -- Opinion of Foley & Lardner.
23.1 -- Consent of Foley & Lardner (included in Exhibit (5.1)).
+23.2 -- Consent of Coopers & Lybrand L.L.P.
+23.3 -- Consent of Grant Thornton
24.1 -- Power of Attorney relating to subsequent amendments
(included on the signature page of this Registration
Statement, as originally filed).

- ---------------

* To be filed by amendment.

** Previously filed.

+ Filed herewith.