UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

StarTek, Inc.

Delaware (State or other jurisdiction of incorporation or organization)		84-1370538 (I.R.S. employer Identification No.)
44 Cook St. Suite 400 Denver, Colorado (Address of principal executive offices)		80206 (Zip code)

STARTEK, INC. STOCK OPTION PLANS
(Full title of the plan)

Steven D. Butler
President and Chief Executive Officer
StarTek, Inc.
44 Cook St. Suite 400
Denver, Colorado 80206
(Name and address of agent for service)

(303) 399-2400
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Amount to be

Proposed maximum

Proposed maximum

Amount of

Title of securities

registered

offering price per

aggregate offering

registration

to be registered

(1)

share(2)

price(2)

fee(3)

Common stock

115,000

$15.09

$1,735,350

$185.68

 

 

Explanatory Statement

On May 31, 2006, the shareholders of StarTek, Inc. (the “Company”) approved amendments to the StarTek, Inc. Stock Option Plan (the “Plan”), which increased the number of shares reserved for issuance under the Plan by an aggregate of 115,000 shares. The purposes of this Registration Statement is to register such additional shares for issuance under the Plans.

The Company has prepared this Registration Statement in accordance with the requirements of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of Registration Statement Nos. 333-77009, 333-63106, 333-117451and 333-126989 relating to the Plan, as amended, are hereby incorporated by reference.

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Company hereby incorporates by reference in this Registration Statement the following documents:

  (a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and

  (b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents.

Item 8. Exhibits

Exhibit No.		Description
5.1		Opinion of Faegre & Benson, LLP on legality of stock offered
23.1		Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm
23.2		Consent of Faegre & Benson, LLP (included in Exhibit 5.1)
99.1		Amendment No. 4. to the StarTek, Inc. Stock Option Plan

Item 9. Undertakings.

A.

Post-Effective Amendments.

   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:

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

          (b) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

          (c) 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;

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

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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 any of the securities being registered which remain unsold at the termination of the offering.

B.

Subsequent Documents Incorporated by Reference.

        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 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.

C.

Claims for Indemnification.

        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 other 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.

SIGNATURES

Pursuant to the requirements the Securities Exchange 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Denver, State of Colorado, on June 8, 2006.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the following persons in the capacities and on the date indicated.

/s/ Rodd E. Granger   Rodd E. Granger		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		Date: June 8, 2006
/s/ Ed Zschau   Ed Zschau		Director, Chairman of the Board of Directors		Date: June 8, 2006
/s/ Kay Norton   Kay Norton		Director		Date: June 8, 2006
/s/ Albert C. Yates   Albert C. Yates		Director		Date: June 8, 2006

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Faegre & Benson, LLP on legality of stock offered
23.1		Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm
23.2		Consent of Faegre & Benson, LLP (included in Exhibit 5.1)
99.1		Amendment No. 4. to the StarTek, Inc. Stock Option Plan