As filed with the Securities and Exchange Commission on February 3, 2012
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. |
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Paul D. Tutun, Esq. |
Edward A. King, Esq. |
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Senior Vice President and General Counsel |
Goodwin Procter LLP |
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Virtusa Corporation |
Exchange Place |
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2000 West Park Drive |
Boston, Massachusetts 02109 |
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Westborough, MA 01581 |
(617) 570-1000 |
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(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 |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
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Amount
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Proposed
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Proposed Maximum
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Amount of
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Common Stock, par value $.01 per share |
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705,716 |
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$ |
15.87 |
(2) |
11,199,712.92 |
(2) |
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1,283.49 |
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(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. |
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(2) |
An assumed price of $15.87 per share, which on January 31, 2012 was the average of the high and low prices reported on the NASDAQ Global Market for the Registrants 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. |
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(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. |
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This Registration Statement registers additional securities of the same class as other securities under the Registrants 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 Registrants 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. |
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Description of Exhibit |
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5.1 |
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Opinion of Goodwin Procter LLP |
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23.1 |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
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23.2 |
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Consent of KPMG LLP |
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24.1 |
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Power of Attorney (included as part of the signature page of this Registration Statement) |
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 February 3, 2012.
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VIRTUSA CORPORATION |
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By: |
/s/ Kris. A. Canekeratne |
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Kris A. Canekeratne |
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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 February 3, 2012:
Signature |
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Title |
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/s/ Kris Canekerante |
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Chairman and Chief Executive Officer |
Kris Canekeratne |
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(Principal Executive Officer) |
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/s/ Ranjan Kalia |
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Senior Vice President of Finance and |
Ranjan Kalia |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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/s/ Robert E. Davoli |
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Director |
Robert E. Davoli |
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/s/ Izhar Armony |
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Director |
Izhar Armony |
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/s/ Ronald T. Maheu |
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Director |
Ronald T. Maheu |
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/s/ Martin Trust |
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Director |
Martin Trust |
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/s/ Rowland Moriarty |
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Director |
Rowland Moriarty |
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/s/ William K. OBrien |
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Director |
William K. OBrien |
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/s/ AL-Noor Ramji |
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Director |
AL-Noor Ramji |
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Exhibit 5.1
February 3, 2012
Virtusa Corporation
2000 West Park Drive
Westborough, MA 01581
Re: Securities Being Registered under Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (as amended or supplemented, the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof, relating to an aggregate of 705,716 shares (the Shares) of Common Stock, $0.01 par value per share, of Virtusa Corporation, a Delaware corporation (the Company), that may be issued pursuant to the Companys 2007 Stock Option and Incentive Plan (the Plan).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions expressed below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion expressed below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law and the Delaware Constitution).
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ Goodwin Procter LLP |
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GOODWIN PROCTER LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Virtusa Corporation and Subsidiaries:
We consent to the incorporation by reference in the registration statement on Form S-8 of Virtusa Corporation and Subsidiaries of our reports dated May 27, 2011, with respect to the consolidated balance sheets of Virtusa Corporation and Subsidiaries as of March 31, 2011 and 2010, and the related consolidated statements of income, changes in stockholders equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended March 31, 2011, the related financial statement schedule and the effectiveness of internal control over financial reporting as of March 31, 2011, which reports appear in the March 31, 2011 annual report on Form 10-K of Virtusa Corporation.
/s/ KPMG LLP |
Boston, Massachusetts
February 3, 2012