Current Report Filing (8-k)
January 06 2020 - 8:04AM
Edgar (US Regulatory)
0001207074
false
0001207074
2019-12-30
2019-12-31
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
December 31, 2019
VIRTUSA CORPORATION
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-33625
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04-3512883
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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132 Turnpike Rd
Southborough, Massachusetts
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01772
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (508) 389-7300
(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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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VRTU
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On December 31, 2019, in connection with a request for proposal
(“RFP”) and vendor consolidation process conducted by Citigroup Technology, Inc. (“Citi”), and as
part of Virtusa Corporation (the “Company”) being one of the vendors selected to continue preferred vendor status at
Citi and have the opportunity to compete for additional, vendor consolidation work, the Company and Citi entered into Amendment
No. 5 to the Master Professional Services Agreement, by and between the Company and Citi, dated as of July 1, 2015, as amended
(the “Amendment”). Pursuant to the Amendment, (i) Citi agreed to maintain the Company as a preferred vendor under
the Resource Management Organization (“RMO”) for the provision of IT services to Citi on an enterprise wide basis,
(ii) the Company agreed to provide certain savings to Citi for the period from April 1, 2020 to December 31, 2020 (“Savings
Period”), which savings can be achieved through productivity and efficiency measures and associated reduced spend; provided
that if these productivity and efficiency measures do not achieve the projected savings amounts, the Company is required to provide
certain discounts to Citi for the Savings Period to achieve the savings commitments; and (iii) to the extent that Citi awards
the Company additional or new work in addition to the services covered by the RFP, the Company agreed to provide Citi with a certain
percentage of savings (whether achieved through productivity measures, efficiencies, discounts or otherwise) as a condition to
performing such services.
The foregoing description of the Amendment and the transactions
contemplated therein is qualified in its entirety by reference to the full text of the Amendment, which will be filed as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the quarter ending December 31, 2019.
SIGNATURE
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.
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Virtusa Corporation
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Date: January 6, 2020
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By:
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/s/ Ranjan Kalia
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Ranjan Kalia
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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