- Securities Registration: Employee Benefit Plan (S-8)
February 17 2009 - 7:49AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 17, 2009
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WNS (Holdings) Limited
(Exact name of registrant as specified in its charter)
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Jersey, Channel Islands
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33-0996780
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Gate 4, Godrej & Boyce Complex
Pirojshanagar, Vikhroli (W)
Mumbai 400 079, India
(91-22) 4095-2100
(Address of Principal Executive Offices)
WNS (HOLDINGS) LIMITED
AMENDED AND RESTATED
2006 INCENTIVE AWARD PLAN
(Full title of the Plan)
WNS North America Inc.
420 Lexington Avenue
Suite 2515, New York
NY 10170, USA
(212) 599 6960
(Name and Address of Agent For Service)
Copy to:
Michael W. Sturrock, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Republic Plaza
Singapore 048619
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
filer
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Accelerated
filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Securities to be
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Amount to be
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Offering Price
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Aggregate
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Amount of
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Registered
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Registered
(2)
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Per Share
(3)
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Offering Price
(3)
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Registration Fee
(4)
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Ordinary Shares,
par value 10 pence
per
share
(1)
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1,000,000
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$5.85
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$5,850,000
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$229.91
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(1)
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The ordinary shares, 10 pence par value per share, of the Registrant (the Ordinary
Shares) are traded in the United States in the form of American Depositary Shares (ADSs).
Each ADS represents one Ordinary Share and is evidenced by American Depositary Receipts,
issuable upon deposit of the Ordinary Shares. A separate Registration
Statement on Form
F-6
(Registration No. 333-135859) has been filed for the registration of the ADSs evidenced by
American Depositary Receipts, issuable upon deposit of the Ordinary Shares.
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(2)
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This registration statement registers 1,000,000 additional Ordinary Shares available for
issuance under the WNS (Holdings) Limited Amended and Restated Incentive Award Plan 2006 (the
2006 Plan) pursuant to an amendment and restatement of the Incentive Award Plan 2006 which
was adopted by the Board of Directors of WNS (Holdings) Limited (the Registrant) on
December 30, 2008 and approved by the shareholders of the Registrant on February 13, 2009.
The 2006 Plan authorizes the issuance of a maximum of 4,000,000 Ordinary Shares plus any
Ordinary Shares available for issuance under the WNS (Holdings) Limited, Jersey 2002 Stock
Incentive Plan (the 2002 Plan), and any Ordinary Shares subject to awards under the 2002
Plan which terminate, expire, lapse for any reason or are settled in cash. However, the
Registrant has, pursuant to Registration Statement on Form S-8 (File No. 333-136168),
registered the offer and sale of 6,965,776 of the Ordinary Shares comprising 3,000,000
Ordinary Shares which have been issued or may be available for issuance under the 2006 Plan
and 3,965,776 Ordinary Shares which are subject to outstanding options or reserved for future
issuance under the 2002 Plan,
provided
, that, to the extent any of the outstanding options
under the 2002 Plan terminate, expire, lapse for any reason or are settled in cash, the
Ordinary Shares subject to such options shall be issuable under the 2006 Plan. The newly
registered Ordinary Shares are not yet subject to outstanding options under the 2006 Plan.
The amount being registered shall also include any additional Ordinary Shares which may be
offered as a result of stock splits, stock dividends, recapitalization or similar transaction
in accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities
Act).
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(3)
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Solely for the purpose of calculating the registration fee, the Proposed Maximum Offering
Per Share and the Proposed Maximum Aggregate Offering Price for the Ordinary Shares have been
estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, based upon
the average of the high and low prices of the ADSs of the Registrant on the New York Stock
Exchange as of February 12, 2009.
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(4)
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This registration statement registers additional Ordinary Shares of the Registrant issuable
pursuant to the same employee benefit plan, as amended and restated, for which the
Registrants prior Registration Statement on Form S-8 relating to the 2006 Plan (File No.
333-136168), is currently effective. Accordingly, pursuant to General Instruction E to Form
S-8, the registration fee is being paid with respect to the additional Ordinary Shares only.
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TABLE OF CONTENTS
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, which have been filed with or furnished to the Securities and
Exchange Commission (the Commission) by the Registrant are incorporated as of their
respective dates in this Registration Statement by reference and made a part hereof:
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(a)
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The Registrants annual report on Form 20-F (File No. 001-32945) for the
fiscal year ended March 31, 2008 filed on August 1, 2008 and the amendment thereto
on Form 20-F/A filed on October 9, 2008;
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(b)
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The Registrants reports on Form 6-K (File No. 001-32945) furnished on
August 13, 2008, November 13, 2008 and February 5, 2009;
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(c)
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The description of the Ordinary Shares contained in the Registrants
Registration Statement on Form 8-A (File No. 001-32945) filed on July 14, 2006,
which incorporates by reference the information set forth under the headings
Description of Share Capital, Description of American Depositary Shares and
Taxation in the Registrants Registration Statement on Form F-1 (File No.
333-135590) filed with the Commission on July 3, 2006, as amended by any subsequent
amendment or report filed for the purpose of amending the descriptions of the
Ordinary Shares and American Depositary Receipts.
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act), subsequent to the
effective date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement, indicating that all securities
offered hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Reports on Form 6-K that we
furnish to the Commission will only be deemed incorporated by reference into this
Registration Statement if such report on Form 6-K so states that it is incorporated by
reference herein. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed or furnished document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to constitute
a part of this Registration Statement, except as so modified or superseded.
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*
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Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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None.
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Item 6.
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Indemnification of Directors and Officers.
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The Registrants Articles of Association provide that, insofar as the Companies (Jersey)
Law, 1991 (the 1991 Law) allows and, to the fullest extent permitted thereunder, all of
the Registrants present or former officers shall be indemnified out of the Registrants
assets in respect of, among others, any expenses incurred by them, judgments made against
them or fines imposed on them in respect of any claims, actions or proceedings commenced
against them. Officers, for these purposes, are directors and liquidators.
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Article 77 of the 1991 Law provides that a company or any of its subsidiaries or any
other person may not indemnify any person from, or against, any liability incurred by him
as a result of being an officer of the company except where the company is indemnifying
him against:
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(a)
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any liabilities incurred in defending any proceedings (whether civil or
criminal):
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(i)
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in which judgment is given in his favor or he is acquitted, or
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(ii)
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which are discontinued otherwise than for some benefit
conferred by him or on his behalf or some detriment suffered by him, or
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(iii)
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which are settled on terms which include such benefit or
detriment and, in the opinion of a majority of the directors of the company,
he was substantially successful on the merits in his resistance to the
proceedings; or
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(b)
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any liability incurred otherwise than to the company if he acted in good
faith with a view to the best interests of the company; or
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(c)
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any liability incurred in connection with an application made under
Article 212 of the 1991 Law in which relief is granted to him by the court; or
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(d)
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any liability against which the company normally maintains insurance for
persons other than directors.
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The 1991 Law permits a company to purchase and maintain insurance regarding the
indemnification of its officers.
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The Registrant maintains directors and officers insurance to protect the Registrants
officers and directors from specified liabilities that may arise in the course of their
service to the Registrant in those capacities.
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Item 7.
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Exemption from Registration Claimed.
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Not applicable.
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Item 8.
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Exhibits.
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See attached exhibits list.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(i)
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to include any prospectus required by Section
10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
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(iii)
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to include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in the
Registration Statement;
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provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
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(2)
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That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)
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The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrants annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any existing provision or arrangement whereby the Registrant
may indemnify a director, officer or controlling person of the Registrant against
liabilities arising under the Securities Act, or otherwise, and the benefits of such
indemnification are not waived by such persons, the Registrant has been advised that
in the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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 Mumbai, State of Maharashtra, India on February 17, 2009.
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WNS (Holdings) Limited
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By:
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/s/ Neeraj Bhargava
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Name:
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Neeraj Bhargava
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Title:
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Group Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following person in the capacities indicated on February 17, 2009.
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes
and appoints Ramesh N. Shah (Chairman of the Board), Neeraj Bhargava (Group Chief Executive
Officer) and Alok Misra (Group Chief Financial Officer), severally, as such persons true and
lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person
and in such persons name, place and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement and any
registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act 1933, as
amended, and to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing requisite and
necessary to be done provided two of the above-listed attorneys-in-fact act together on behalf of
such person, as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute or
substitutes, may lawfully do or cause to be done by virtues hereof.
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Signature
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Title
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/s/ Ramesh N. Shah
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Ramesh N. Shah
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Chairman of the Board
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/s/ Neeraj Bhargava
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Neeraj Bhargava
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Director and Group Chief Executive Officer
(Principal executive officer)
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/s/ Alok Misra
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Alok Misra
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Group Chief Financial Officer
(Principal financial and accounting officer)
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5
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Signature
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Title
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/s/ Jeremy Young
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Jeremy Young
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Director
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/s/ Eric B. Herr
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Eric B. Herr
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Director
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/s/ Deepak S. Parekh
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Deepak S. Parekh
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Director
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/s/ Richard O. Bernays
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Richard O. Bernays
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Director
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/s/ Anthony Armitage Greener
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Anthony Armitage Greener
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Director
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/s/ Ramesh N. Shah
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Ramesh N. Shah
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Authorized Representative in the United States
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6
EXHIBIT INDEX
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Exhibit No.
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4.1
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Memorandum of Association of WNS (Holdings) Limited, as amended incorporated by reference
to Exhibit 3.1 of the Registration Statement on Form F-1 (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006.
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4.2
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Articles of Association of WNS (Holdings) Limited, as amended incorporated by reference to
Exhibit 3.2 of the Registration Statement on Form F-1 (File No. 333-135590) of WNS (Holdings)
Limited, as filed with the Commission on July 3, 2006.
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4.3
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Deposit Agreement, dated July 18, 2006, among WNS (Holdings) Limited, Deutsche Bank Trust
Company Americas, as depositary, and all holders and beneficial owners from time to time of
American Depositary Receipts issued thereunder, including the form of American Depositary
Receipt to be issued thereunder incorporated by reference to Exhibit 99.1 of the
Registration Statement on Form F-6 (File No. 333-135859) of WNS (Holdings) Limited, as filed
with the Commission on July 19, 2006.
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5.1*
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Opinion of Mourant du Feu & Jeune, counsel to the Registrant, as to the legality of the
Ordinary Shares being registered.
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23.1*
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Consent of Mourant du Feu & Jeune (see Exhibit 5.1).
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23.2*
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Consent of Ernst & Young LLP, independent registered public accounting firm.
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24.1
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Powers of Attorney (included on signature page).
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99.1
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Form of the WNS (Holdings) Limited Amended and Restated 2006 Incentive Award Plan
incorporated by reference to Appendix A to the Registrants Proxy Statement which was
furnished as Exhibit 99.3 to the Registrants report on Form 6-K (File No. 001-32945), as
furnished to the Commission on January 12, 2009.
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