Attached files
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EX-99.1 - EXHIBIT 99.1 - IGATE CORP | d815227dex991.htm |
EX-10.1 - EXHIBIT 10.1 - IGATE CORP | d815227dex101.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) November 4, 2014
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.) | |
100 Somerset Corporate Blvd., Bridgewater, NJ | 08807 | |
(Address of Principal Executive Offices) | (Zip Code) |
(908) 219-8050
(Registrants 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:
¨ | 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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On November 4, 2014, IGATE Corporation (the Company) entered into a Conversion and Exchange Agreement (the Agreement) with Viscaria Limited (Viscaria) pursuant to which Viscaria exercised its option to convert its 330,000 shares of 8% Series B Convertible Participating Preferred Stock (the Preferred Stock) into 21,730,290 shares of the Companys common stock, which conversion occurred on November 4, 2014. In connection with the conversion, the Company agreed to pay Viscaria an amount in cash equal to $80,000,000.
The Agreement contains customary representations and warranties by the Company and Viscaria, including those relating to corporate authority, no conflicts and customary securities law-related representations.
In connection with Viscarias investment in the Preferred Stock and pursuant to the Investor Rights Agreement, dated February 1, 2011, entered into between the Company and Viscaria, Salim Nathoo, a Partner and Co-Head of the Global Telecom and Technology team at Apax Partners LLP, an affiliate of Viscaria, has been appointed, and currently serves, as a member of the Companys Board of Directors (the Board). In addition to the Preferred Stock, Viscaria holds 1,653,805 shares of the Companys common stock.
The Agreement was reviewed and considered by a special committee of disinterested and independent members of the Boards Audit Committee (the Special Committee) and was unanimously recommended by the Special Committee and approved by the disinterested and independent members of the Board.
The Agreement and related Press Release are filed as Exhibits 10.1 and 99.1, respectively, hereto, and the description of the material terms of the Agreement in this Item 1.01 is qualified in its entirety by reference to such Exhibits, which are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Conversion and Exchange Agreement, dated November 4, 2014, by and between IGATE Corporation and Viscaria Limited. | |
99.1 | Press Release issued by IGATE Corporation on November 4, 2014. |
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 |
November 4, 2014
EXHIBIT INDEX
Exhibit No. |
Description | |
10.1 | Conversion and Exchange Agreement, dated November 4, 2014, by and between IGATE Corporation and Viscaria Limited. | |
99.1 | Press Release issued by IGATE Corporation on November 4, 2014. |