Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - IGATE CORP | d497236dex231.htm |
| EX-23.2 - EX-23.2 - IGATE CORP | d497236dex232.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 18, 2013
iGATE Corporation
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
| 000-21755 | 25-1802235 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 6528 Kaiser Drive, Fremont, CA | 94555 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(510) 896-3015
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
As reported in the Current Report on Form 8-K filed by iGATE Corporation (the “Company”) on May 16, 2011, the Company completed the acquisition of a majority stake in iGATE Computer Systems Limited (formerly known as Patni Computer Systems Limited and referred to herein as “Patni”) on May 12, 2011.
To maintain the Company’s continuing ability to utilize its existing registration statements subsequent to the recent filing of its Annual Report on Form 10-K for the year ended December 31, 2012, this Form 8-K contains the consents of (a) KPMG, Patni’s predecessor auditor, to the incorporation of its audit reports on Patni’s 2010 and 2009 audited financial statements, which reports appear in the Form 8-K of iGATE dated September 27, 2011, and (b) Ernst & Young Associates, Patni’s current auditor, to the incorporation of its report on Patni’s 2011 audited financial statements and internal control over financial reporting, which reports appear in the Form 20-F of Patni dated March 14, 2012, into the Company’s existing registration statements as follows:
| (1) | Registration Statement on Form S-3 (File No. 333-177100) filed on December 5, 2011, registering up to 26,510,852 shares of common stock for offer and sale by the selling shareholders named therein, |
| (2) | Registration Statement on Form S-3 (File No. 333-170042) filed on November 29, 2010, registering 10 million shares of common stock, $100 million of debt securities and 6 million shares of common stock offered by selling shareholders named therein, |
| (3) | Registration Statement on Form S-8 (File No. 333-134689) filed on June 2, 2006, registering shares reserved for issuance under the iGATE Corporation 2006 Stock Incentive Plan, |
| (4) | Registration Statement on Form S-8 (File No. 333-71057) filed on January 22, 1999, registering the Mastech Corporation Amended and Restated 1996 Stock Incentive Plan of iGATE Corporation, and |
| (5) | Registration Statement on Form S-8 (File No. 333-20033) filed on January 17, 1997, registering shares reserved for issuance under the Mastech Corporation 1996 Stock Incentive Plan of iGATE Corporation. |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 23.1 | Consent of KPMG, Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Ernst & Young Associates, Independent Registered Public Accounting Firm. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| iGATE CORPORATION | ||
| By: | /s/ Mukund Srinath | |
| Name: | Mukund Srinath | |
| Title: | Senior Vice President – Legal & Corporate Secretary | |
March 18, 2013
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 23.1 | Consent of KPMG, Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Ernst & Young Associates, Independent Registered Public Accounting Firm. | |