UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 10)
IGATE
CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
451 69U 10 5
(CUSIP
Number)
Devora Har-Tuv
c/o Viscaria Limited
Lemesou, 77
Elia House
P.C. 2121, Nicosia, Cyprus
+972 3777-4416
Copies to:
Joshua N. Korff, Esq.
Srinivas S. Kaushik, Esq.
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 1, 2015
(Date of
Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
The information required on the remainder of this cover page shall not
be deemed to be filed for the purpose of section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other
provisions of the Exchange Act.
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Viscaria Limited |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
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SEC use only
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4 |
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Source of funds (see instructions)
WC |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Cyprus |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) CO |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VII-A, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization England |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VII-B, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization England |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VII-1, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization England |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VII GP L.P. Inc. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) OO |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VII GP Co. Limited |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) OO |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VI-1, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization England |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VI-A, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization England |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VI GP L.P. Inc. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) OO |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Europe VI GP Co. Limited |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) OO |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
Guernsey (Holdco) PCC Limited |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Guernsey |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) OO |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
US VII, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
US VII GP, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) PN |
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1 |
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Names of
reporting persons / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Apax
US VII GP, Ltd. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
OO |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨
N/A |
6 |
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Citizenship or place of
organization Cayman Islands |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ¨
N/A |
13 |
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Percent of class represented by amount
in Row (11) 0% |
14 |
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Type of reporting person (see
instructions) CO |
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, this Amendment No. 10
(Amendment No. 10) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the SEC) on February 11, 2011 (the Original 13D), as
amended and supplemented by Amendment No. 1 to the Original 13D filed with the SEC on May 19, 2011 (Amendment No. 1), Amendment No. 2 to the Original 13D filed with the SEC on December 19, 2011
(Amendment No. 2), Amendment No. 3 to the Original 13D filed with the SEC on May 15, 2012 (Amendment No. 3), Amendment No. 4 to the Original 13D filed with the SEC on April 4, 2013
(Amendment No. 4), Amendment No. 5 to the Original 13D filed with the SEC on January 10, 2014 (Amendment No. 5), and Amendment No. 6 to the Original 13D filed with the SEC on
April 28, 2014 (Amendment No. 6), Amendment No. 7 to the Original 13D filed with the SEC on September 29, 2014 (Amendment No. 7), Amendment No. 8 to the Original 13D filed with the
SEC on November 14, 2014 (Amendment No. 8), and Amendment No. 9 to the Original 13D filed with the SEC on April 28, 2015 (Amendment No. 9, and, together with the Original 13D, Amendment
No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and this Amendment No. 10, the Schedule
13D) with respect to the Items and matters described below. The Schedule 13D was filed jointly on behalf of (i) Viscaria Limited, a private company limited by shares formed under the laws of Cyprus (Investor),
(ii) Apax Europe VI-A, L.P. and Apax Europe VI-1, L.P. (collectively, the Apax Europe VI Funds), (iii) Apax Europe VII-A, L.P., Apax Europe VII-B, L.P. and Apax Europe VII-1, L.P. (collectively, the Apax Europe
VII Funds), (iv) Apax US VII, L.P. (the Apax US Fund), (v) Apax Europe VI GP L.P. Inc. and Apax Europe VI GP Co. Limited (collectively, the Apax Europe VI Funds GPs), (vi) Apax Europe
VII GP L.P. Inc. and Apax Europe VII GP Co. Limited (collectively, the Apax Europe VII Funds GPs), (vii) Apax US VII GP, L.P. and Apax US VII GP, Ltd. (collectively, the Apax US Fund GPs) and
(viii) Apax Guernsey (Holdco) PCC Limited (the entities in clauses (i) through (viii), collectively the Reporting Persons). Capitalized terms used in this Amendment No. 10 but not otherwise defined herein have the
meanings set forth in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated in its entirety as follows:
This Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Undertaking among the Reporting Persons relating
to the joint filing of this Schedule 13D is attached hereto as Exhibit 1. As a result of the existing relationships described in this Schedule 13D, the Reporting Persons may be deemed to constitute a group within the meaning of
Rule 13d-5(b) under the Securities Exchange Act of 1934 (the Exchange Act). However, neither this filing nor anything contained herein shall be construed as an admission that all or any of the Reporting Persons constitute a
group within the meaning of Rule 13d-5(b) under the Exchange Act, and the existence of any group is expressly disclaimed. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning him or
it contained herein, but is not responsible for the completeness and accuracy of the information concerning the other Reporting Persons, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Each
Reporting Person expressly disclaims beneficial ownership of securities held by any person or entity, except to the extent of such Reporting Persons pecuniary interest therein.
Investor is a Cyprus private company and, as of the date of this Amendment No. 10 and as a result of the Merger (as defined and further
described under Item 4 below), owns no shares of capital stock of the Issuer.
Each of the Apax Europe VI Funds and the Apax Europe
VII Funds is constituted under English limited partnership law and domiciled in Guernsey. Each of the above named nominees (the Nominees) is an English company which maintains its registered address at 33 Jermyn Street, SW1Y 6DN
London, United Kingdom. The registered address of Investor is Lemesou, 77 Elia House, P.C. 2121, Nicosia, Cyprus.
Apax Europe VI GP L.P.
Inc., a Guernsey registered limited partnership, is the general partner of each of the Apax Europe VI Funds.
Apax Europe VI GP Co.
Limited, a Guernsey incorporated company, is the general partner of Apax Europe VI GP L.P. Inc.
Apax Europe VII GP L.P. Inc., a Guernsey
registered limited partnership, is the general partner of each of the Apax Europe VII Funds.
Apax Europe VII GP Co. Limited, a Guernsey
incorporated company, is the general partner of Apax Europe VII GP L.P. Inc.
Apax US VII GP, L.P., a Cayman Islands exempted limited partnership, is the general partner of
the Apax US Fund, a Cayman Islands exempted limited partnership.
Apax US VII GP, Ltd., a Cayman Islands exempted limited company, is the
general partner of Apax US VII GP, L.P.
The principal objective of each of the Apax Europe VI Funds, the Apax Europe VII Funds and Apax
US Fund is to achieve long-term capital growth through the provision of risk capital. The principal business of the Apax Europe VI Funds GPs and the Apax Europe VII Funds GPs is the management of investments and the general administration of the
Apax Europe VI Funds and the Apax Europe VII Funds, respectively. The registered office address of the Apax Europe VI Funds, the Apax Europe VII Funds, the Apax Europe VI Funds GPs and the Apax Europe VII Funds GPs is Third Floor, Royal Bank Place,
1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ. The registered office address of Apax US VII GP, Ltd., Apax US GP, L.P., and the Apax US Fund is P.O. Box 908GT, George Town, Grand Cayman, KY19002, Cayman Islands.
Apax Guernsey (Holdco) PCC Limited is a Guernsey protected cell company and is the sole beneficial owner of Apax Europe VI GP Co. Limited,
Apax Europe VII GP Co. Limited and, as a result of a transfer of John F. Megrues 100% equity interests in Apax US VII GP, Ltd. to Apax Guernsey (Holdco) PCC Limited consummated on September 9, 2014, Apax US VII GP Ltd. Apax Guernsey
(Holdco) PCC Limited maintains its principal office address at Third Floor Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 2HJ.
To the extent not provided in this Item 2, the name, business address, present principal occupation or employment and citizenship of the
directors, executive officers and control persons of the Reporting Persons is set forth on Schedule A. None of the Reporting Persons nor, to the best of their knowledge, any of the entities or persons listed on Schedule A (as
applicable) has, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining such person or entity from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or
a finding of any violation of federal or state securities laws.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is supplemented as follows:
On July 1, 2015, the Issuer consummated the merger (the Merger) contemplated by the Agreement and Plan of Merger
Agreement, dated as of April 25, 2015, by and among Cap Gemini S.A. (SA), Capgemini North America, Inc. (NA and, together with SA, Parent), Laporte Merger Sub, Inc. and the Issuer (the
Merger Agreement). Upon completion of the Merger, the Issuer became an indirect, wholly-owned subsidiary of Parent and each outstanding share of common stock, par value $0.01 per share, of the Issuer (Common
Stock) was converted into the right to receive $48.00 in cash, without interest. As a result of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Clauses (a), (b), (c) and (e) of Item 5 of the Schedule 13D are amended and restated in their entirety as follows:
(a) and (b)
As a result of the Merger, none of the
Reporting Persons beneficially own any shares of Common Stock or have the power to vote or dispose of any shares of Common Stock.
(c)
Please see Item 4 above. On July 1, Investor received cash consideration of $48.00, without interest, for each share of Common Stock that was
cancelled and extinguished and converted into the the right to receive $48.00 in cash, without interest, in accordance with the Merger Agreement.
(e)
The Reporting Persons ceased to be the beneficial owners of more than five percent of the Common stock on July 1, 2015.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth or incorporated by reference in Item 1, Item 2, Item 3, Item 4 and Item 5 of this
Schedule 13D is hereby incorporated by reference in this Item 6.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and restated in its entirety as follows:
|
|
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Exhibit 1 |
|
Joint Filing Undertaking, dated as of February 11, 2011, by and among the Reporting Persons, which amends and restates Exhibit 1 to the Original 13D in its entirety (incorporated by reference to Exhibit 1 of Amendment No. 1
filed by the Reporting Persons on May 19, 2011). |
|
|
Exhibit 2 |
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Amendment No. 1 to Joint Filing Undertaking, dated as of May 19, 2011, by and among the Reporting Persons (incorporated by reference to Exhibit 2 of Amendment No. 1 filed by the Reporting Persons on May 19, 2011). |
|
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Exhibit 3 |
|
Amendment No. 2 to Joint Filing Undertaking, dated as of December 19, 2011, by and among the Reporting Persons (incorporated by reference to Exhibit 3 of Amendment No. 2 filed by the Reporting Persons on December 19,
2011). |
|
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Exhibit 4 |
|
Amendment No. 3 to Joint Filing Undertaking, dated as of May 14, 2012, by and among the Reporting Persons (incorporated by reference to Exhibit 4 of Amendment No. 3 filed by the Reporting Persons on May 15, 2012). |
|
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Exhibit 5 |
|
Securities Purchase Agreement, dated as of January 10, 2011, by and among the Issuer and Investor (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on January 12, 2011). |
|
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Exhibit 6 |
|
Equity Commitment Letter, dated as of January 10, 2011, by and among the Issuer, Investor and the Apax Funds (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Issuer on January 12, 2011). |
|
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Exhibit 7 |
|
Statement with Respect to Shares of 8% Series B Convertible Participating Preferred Stock of the Issuer, dated as of January 31, 2011, filed by the Issuer with the Pennsylvania Corporation Bureau (incorporated by reference to
Exhibit 10.3 of the Form 8-K filed by the Issuer on February 4, 2011). |
|
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Exhibit 8 |
|
Investment Rights Agreement, dated as of February 1, 2011, by and between the Issuer and Investor (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on February 4, 2011). |
|
|
Exhibit 9 |
|
Amended and Restated Voting and Standstill Agreement, dated as of February 1, 2011, by and among the Issuer, Investor and the Shareholders (incorporated by reference to Exhibit 10.2 of the Form 8-K filed by the Issuer on
February 4, 2011). |
|
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Exhibit 10 |
|
Common Stock Purchase Agreement, dated as of May 1, 2012, by and among Investor and the Sellers (incorporated by reference to Exhibit 10 of Amendment No. 3 filed by the Reporting Persons on May 15, 2012). |
|
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Exhibit 11 |
|
Lock-up Agreement, dated as of April 30, 2012, by and between Investor and Jefferies (incorporated by reference to Exhibit 11 of Amendment No. 3 filed by the Reporting Persons on May 15, 2012). |
|
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Exhibit 12 |
|
Letter Agreement, dated as of May 14, 2012, by and between Investor and the Issuer (incorporated by reference to Exhibit 12 of Amendment No. 3 filed by the Reporting Persons on May 15, 2012). |
|
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Exhibit 13 |
|
Common Stock Purchase Agreement, dated as of March 6, 2013, by and between Investor and Mr. Murthy (incorporated by reference to Exhibit 10 of Amendment No. 3 filed by the Reporting Persons on April 3, 2013). |
|
|
Exhibit 14 |
|
Conversion and Exchange Agreement, dated as of November 4, 2014, by and between Investor and the Issuer (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on November 4, 2014). |
|
|
Exhibit 15 |
|
Merger Agreement, dated as of April 25, 2015, by and among Parent, Merger Sub and the Issuer (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Issuer on April 27, 2015). |
|
|
Exhibit 16 |
|
Voting Agreement, dated as of April 25, 2015, by and among Parent, Merger Sub and the Majority Shareholders (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by the Issuer on April 27, 2015). |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the
information set forth in this Statement is true, complete and correct.
Date: July 1, 2015
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VISCARIA LIMITED |
|
|
By: |
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/s/ Vivesh Pillay |
|
|
Name: |
|
Vivesh Pillay |
|
|
Title: |
|
Director |
|
APAX EUROPE VI-A, L.P. |
|
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By: |
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Apax Europe VI GP L.P. Inc. |
Its: |
|
General Partner |
|
|
By: |
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Apax Europe VI GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
|
By: |
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/s/ Trina Le Noury |
|
|
Name: |
|
Trina Le Noury |
|
|
Title: |
|
Secretary |
|
APAX EUROPE VI-1, L.P. |
|
|
By: |
|
Apax Europe VI GP L.P. Inc. |
Its: |
|
General Partner |
|
|
By: |
|
Apax Europe VI GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
|
By: |
|
/s/ Trina Le Noury |
|
|
Name: |
|
Trina Le Noury |
|
|
Title: |
|
Secretary |
SIGNATURE PAGE TO FORM
13D FILING
|
|
|
|
|
APAX EUROPE VII-A, L.P. |
|
|
By: |
|
Apax Europe VII GP L.P. Inc. |
Its: |
|
General Partner |
|
|
By: |
|
Apax Europe VII GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
|
By: |
|
/s/ Trina Le Noury |
|
|
Name: |
|
Trina Le Noury |
|
|
Title: |
|
Secretary |
|
APAX EUROPE VII-B, L.P. |
|
|
By: |
|
Apax Europe VII GP L.P. Inc. |
Its: |
|
General Partner |
|
|
By: |
|
Apax Europe VII GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
|
By: |
|
/s/ Trina Le Noury |
|
|
Name: |
|
Trina Le Noury |
|
|
Title: |
|
Secretary |
|
APAX EUROPE VII-1, L.P. |
|
|
By: |
|
Apax Europe VII GP L.P. Inc. |
Its: |
|
General Partner |
|
|
By: |
|
Apax Europe VII GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
|
By: |
|
/s/ Trina Le Noury |
|
|
Name: |
|
Trina Le Noury |
|
|
Title: |
|
Secretary |
SIGNATURE PAGE TO FORM
13D FILING
|
|
|
|
|
APAX US VII, L.P. |
|
|
By: |
|
Apax US VII GP L.P. |
Its: |
|
General Partner |
|
|
By: |
|
Apax US VII GP, Ltd. |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Mitchell L. Truwit |
|
|
Name: |
|
Mitchell L. Truwit |
|
|
Title: |
|
CEO |
|
APAX EUROPE VI GP L.P. INC. |
|
|
By: |
|
Apax Europe VI GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
APAX EUROPE VI GP CO. LIMITED |
|
|
By: |
|
Apax Europe VI GP Co. Limited |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
APAX EUROPE VII GP L.P. INC. |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
APAX EUROPE VII GP CO. LIMITED |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
|
APAX GUERNSEY (HOLDCO) PCC LIMITED |
|
|
By: |
|
/s/ Andrew W. Guille |
|
|
Name: |
|
Andrew W. Guille |
|
|
Title: |
|
Director |
SIGNATURE PAGE TO FORM
13D FILING
|
|
|
|
|
APAX US VII GP, L.P. |
|
|
By: |
|
Apax US VII GP, Ltd. |
Its: |
|
General Partner |
|
|
By: |
|
/s/ Mitchell L. Truwit |
|
|
Name: |
|
Mitchell L. Truwit |
|
|
Title: |
|
CEO |
|
APAX US VII GP, LTD. |
|
|
By: |
|
/s/ Mitchell L. Truwit |
|
|
Name: |
|
Mitchell L. Truwit |
|
|
Title: |
|
CEO |
SIGNATURE PAGE TO FORM
13D FILING
SCHEDULE A
Set forth below is the name, citizenship, business address and the present principal occupation or employment (and the name and, to the extent
not provided in the Schedule 13D to which this Schedule A is attached, the principal business and address of any organization in which such employment is conducted) of each director and executive officer of the Reporting Persons who are
corporations.
|
|
|
|
|
Name / Citizenship |
|
Business Address |
|
Entity / Present Principal
Occupation or Employment |
Devora Har-Tuv (United States and Israel
citizen) |
|
Lemesou, 77 Elia House
P.C. 2121, Nicosia, Cyprus |
|
Viscaria Limited - Director |
|
|
|
Vivesh Ramsamy Pillay (British
citizen) |
|
Lemesou, 77 Elia House
P.C. 2121, Nicosia, Cyprus |
|
Viscaria Limited - Director |
|
|
|
Sokratis Kominakis (Greek citizen) |
|
Lemesou, 77 Elia House
P.C. 2121, Nicosia, Cyprus |
|
Viscaria Limited - Director |
|
|
|
Andreas Athinodorou (Cyprus citizen) |
|
Lemesou, 77 Elia House
P.C. 2121, Nicosia, Cyprus |
|
Viscaria Limited - Director |
|
|
|
Alexis Xenophontos (British citizen) |
|
Lemesou, 77 Elia House
P.C. 2121, Nicosia, Cyprus |
|
Viscaria Limited - Director |
|
|
|
Denise Fallaize (British citizen) |
|
Third Floor, Royal Bank Place 1 Glategny
Esplanade St Peter Port, Guernsey GY1 2HJ |
|
Apax Guernsey (Holdco) PCC Limited - Director
Apax Europe VI GP Co. Limited - Director
Apax Europe VII GP Co. Limited - Director |
|
|
|
Trina Le Noury (British citizen) |
|
Third Floor, Royal Bank Place 1 Glategny
Esplanade St Peter Port, Guernsey GY1 2HJ |
|
Apax Guernsey (Holdco) PCC Limited - Director |
|
|
|
Martin Halusa (Austrian citizen) |
|
33 Jermyn Street London, SW1Y 6DN
United Kingdom |
|
Apax Europe VI GP Co. Limited - Director
Apax Europe VII GP Co. Limited - Director |
|
|
|
Andrew Guille (British citizen) |
|
Third Floor, Royal Bank Place 1 Glategny
Esplanade St Peter Port, Guernsey GY1 2HJ |
|
Apax Europe VI GP Co. Limited - Director
Apax Europe VII GP Co. Limited - Director
Apax Guernsey (Holdco) PCC Limited - Director |
|
|
|
David Staples (British citizen) |
|
Third Floor, Royal Bank Place 1 Glategny
Esplanade St Peter Port, Guernsey GY1 2HJ |
|
Apax Europe VI GP Co. Limited - Director
Apax Europe VII GP Co. Limited - Director |
|
|
|
|
|
|
|
|
Nicholas Kershaw (British citizen) |
|
Third Floor, Royal Bank Place 1 Glategny
Esplanade St Peter Port, Guernsey GY1 2HJ |
|
Apax Europe VI GP Co. Limited - Director
Apax Europe VII GP Co. Limited - Director |
|
|
|
Simon Cresswell (Australian citizen) |
|
33 Jermyn Street London, SW1Y 6DN
United Kingdom |
|
Apax Europe VI GP Co. Limited - Director
Apax Europe VII GP Co. Limited - Director |
|
|
|
Mitchell L. Truwit (United States
citizen) |
|
601 Lexington Avenue 53rd Floor
New York, New York 10022 |
|
Apax US VII GP, Ltd. - CEO
Apax Partners, L.P. - CEO |
|
|
|
John F. Megrue (United States citizen) |
|
601 Lexington Avenue 53rd Floor
New York, New York 10022 |
|
Apax US VII GP, Ltd. - Vice President
Apax Partners, L.P. - Vice President |
|
|
|
William J. Gumina (United States
citizen) |
|
601 Lexington Avenue 53rd Floor
New York, New York 10022 |
|
Apax US VII GP, Ltd. - Vice President
Apax Partners, L.P. - Vice President |
|
|
|
Jason Wright (United States citizen) |
|
601 Lexington Avenue 53rd Floor
New York, New York 10022 |
|
Apax US VII GP, Ltd. - Vice President
Apax Partners, L.P. - Vice President |
|
|
|
Alex Pellegrini (United States
citizen) |
|
601 Lexington Avenue 53rd Floor
New York, New York 10022 |
|
Apax US VII GP, Ltd. - Vice President
Apax Partners, L.P. - Vice President |
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