As filed with the Securities and Exchange Commission on May 23, 2014
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
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting
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(Do not check if a smaller reporting
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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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823,789 |
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34.70 |
(2) |
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28,585,478.30 |
(2) |
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3,681.81 |
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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.
(2) An assumed price of $34.70 per share, which on May 19, 2014 was the average of the high and low prices reported on the NASDAQ Global Select 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.
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 number of shares of Common Stock reserved and available for issuance under the 2007 Stock Option and Incentive Plan is subject to an automatic annual increase on each April 1 by an amount equal to 2.9% of the number of shares of the Registrants Common Stock outstanding on the immediately preceding March 31, unless a lower amount is determined for any such annual increase by the Registrants Board of Directors. This Registration Statement registers an aggregate of 823,789 additional shares of Common Stock reserved and available for issuance under the 2007 Stock Option and Incentive Plan resulting from such April 1 automatic annual increases based on outstanding shares at March 31, 2014. 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 May 23, 2014.
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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 May 23, 2014:
Signature |
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Title |
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/s/ Kris Canekeratne |
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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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Executive Vice President 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
May 23, 2014
Virtusa Corporation
2000 West Park Drive
Westborough, MA 01581
Re: Securities Being Registered under Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (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 823,789 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 opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Companys Common Stock will be available for issuance when the Shares are issued.
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 nonassessable.
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 (the Company) of our reports dated May 23, 2014, with respect to the consolidated balance sheets of Virtusa Corporation and Subsidiaries as of March 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in stockholders equity, and cash flows for each of the years in the three-year period ended March 31, 2014, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of March 31, 2014, which reports appear in the March 31, 2014 annual report on Form 10-K of Virtusa Corporation and Subsidiaries.
Our report dated May 23, 2014, on the effectiveness of internal control over financial reporting as of March 31, 2014, contains an explanatory paragraph that states management excluded from its assessment of the effectiveness of Virtusa Corporation and Subsidiaries internal control over financial reporting as of March 31, 2014, the TradeTech Groups internal control over financial reporting associated with 6.1% of total assets and 0.9% of total revenues included in the consolidated financial statements of the Company as of and for the year ended March 31, 2014. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the TradeTech Group.
/s/ KPMG LLP
Boston, Massachusetts
May 23, 2014