S-8 1 a09-20141_3s8.htm S-8

As filed with the Securities and Exchange Commission on August 3, 2009

Registration No. 333-        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

VIRTUSA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

 

04-3512883

(I.R.S. Employer Identification No.)

 

Virtusa Corporation

2000 West Park Drive

Westborough, MA 01581

(Address of Principal Executive Offices) (Zip Code)

 


 

2007 Stock Option and Incentive Plan

(Full Title of the Plan)

 


 

Kris Canekeratne

Chief Executive Officer

Virtusa Corporation

2000 West Park Drive

Westborough, MA 01581

 (Name and Address of Agent for Service)

 

(508) 389-7300

 Telephone Number, Including Area Code, of Agent For Service.

 


 

Copies to:

 

John J. Egan III, Esq.

 

Paul D. Tutun, Esq.

Edward A. King, Esq.

 

Vice President and General Counsel

Goodwin Procter LLP

 

Virtusa Corporation

Exchange Place

 

2000 West Park Drive

Boston, Massachusetts 02109

 

Westborough, MA 01581

(617) 570-1000

 

(508) 389-7300

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  o

Accelerated filer  x

 Non-accelerated filer  o

Smaller reporting company  o

 

 

(Do not check if a smaller reporting  company)

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities
To Be Registered

 

Amount
To Be
Registered(1)

 

Proposed
Maximum
Offering Price
Per Share

 

Proposed Maximum
Aggregate Offering
Price

 

Amount of
Registration Fee

 

2007 Stock Option and Incentive Plan

 

934,378

 

$

8.96

(2)

$

8,372,026.88

(2)

$

467.16

 

Common Stock, par value $.01 per share

 

90,000

 

$

6.98

 

$

628,200.00

(3)

$

35.05

 

 

 

44,074

 

$

4.47

 

$

197,010.78

(3)

$

10.99

 

 

 

15,000

 

$

5.12

 

$

76,800.00

(3)

$

4.29

 

 

 

113,580

 

$

4.74

 

$

538,369.20

(3)

$

30.04

 

 

 

178,311

 

$

10.02

 

$

1,786,676.22

(3)

$

99.70

 

TOTAL:

 

1,375,343

 

 

 

$

11,599,083.10

 

$

647.23

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

 

 

(2)

An assumed price of $8.96 per share, which on July 30, 2009 was the average of the high and low prices reported on the NASDAQ Global Market for the Registrant’s common stock, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c) and (h) and has been used only for those shares without a fixed exercise price.

 

 

(3)

Such shares are issuable upon exercise of outstanding options with fixed exercise prices. Estimated solely for purposes of calculating the filing fee pursuant to Rule 457(h), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.

 

This Registration Statement registers additional securities of the same class as other securities under the Registrant’s 2007 Stock Option and Incentive Plan for which a registration statement filed on Form S-8 (SEC File No. 333-145636) of the Registrant is effective.  The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-145636) is hereby incorporated by reference pursuant to General Instruction E.

 

 

 



 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.  Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

5.1

 

Opinion of Goodwin Procter LLP

 

 

 

23.1

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 

 

 

23.2

 

Consent of KPMG LLP

 

 

 

24.1

 

Power of Attorney (included as part of the signature page of this Registration Statement)

 

2



 

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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westborough, Commonwealth of Massachusetts, on August 3, 2009.

 

 

VIRTUSA CORPORATION

 

 

 

 

By:

/s/ Kris. A. Canekeratne

 

 

Kris A. Canekeratne

 

 

Chairman and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Virtusa Corporation (the “Company”), hereby severally constitute and appoint Kris A. Canekeratne, Ranjan Kalia and Paul Tutun, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on August 3, 2009:

 

Signature

 

Title

/s/ Kris Canekerante

 

Chairman and Chief Executive Officer

Kris Canekeratne

 

(Principal Executive Officer)

 

 

 

/s/ Ranjan Kalia

 

Senior Vice President of Finance and

Ranjan Kalia

 

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

 

 

/s/ Robert E. Davoli

 

Director

Robert E. Davoli

 

 

 

 

 

/s/ Izhar Armony

 

Director

Izhar Armony

 

 

 

 

 

/s/ Ronald T. Maheu

 

Director

Ronald T. Maheu

 

 

 

 

 

/s/ Martin Trust

 

Director

Martin Trust

 

 

 

 

 

/s/ Rowland Moriarty

 

Director

Rowland Moriarty

 

 

 

 

 

/s/ William K. O’Brien

 

Director

William K. O’Brien

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

5.1

 

Opinion of Goodwin Procter LLP

 

 

 

23.1

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 

 

 

23.2

 

Consent of KPMG LLP

 

 

 

24.1

 

Power of Attorney (included as part of the signature page of this Registration Statement)

 

4