IGTE (MM)

 

 

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) April 29, 2015 (April 23, 2015)

 

 

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

(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:

 

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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))

 

 

 

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Item 5.03.

Amendments to Articles of Incorporation or Bylaws.

On April 23, 2015, the board of directors (the “Board”) of IGATE Corporation (the “Company”) approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment amends the Amended and Restated Bylaws to establish the United States District Court for the Middle District of Pennsylvania (and, to the extent the United States District Court for the Middle District of Pennsylvania does not have subject matter jurisdiction, the jurisdiction of the courts of the Commonwealth of Pennsylvania in Dauphin County) as the sole and exclusive forums for certain legal claims and actions, including derivative actions, actions asserting a breach of any duty owed by the directors, officers or employees of the Company to the Company, actions based on the Pennsylvania Business Corporation Law (“PBCL”), the Third Amended and Restated Articles of Incorporation (the “Articles”) or the Amended and Restated Bylaws, as amended (the “Bylaws”), any action asserting a claim arising pursuant to, or involving any application, interpretation, enforcement or determination of validity of, any provision of the PBCL, the Articles or the Bylaws, any action relating to judicial supervision of corporate action, any action relating to registered corporations, or actions asserting a claim governed by the internal affairs doctrine, unless the Company consents in writing to the selection of an alternative forum. The Bylaw Amendment became effective upon adoption on April 23, 2015. The Bylaw Amendment was designed to save the Company from the increased risks and costs of defending against duplicative litigation brought in multiple courts, and also to minimize distraction to management.

The foregoing description of the Bylaw Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Bylaw Amendment, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)		Exhibits.
3.1		Amendment to the Amended and Restated Bylaws of IGATE Corporation.

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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.

 

April 29, 2015

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Amendment to the Amended and Restated Bylaws of IGATE Corporation.

Exhibit 3.1

AMENDMENT NO. 1

TO THE AMENDED AND RESTATED BYLAWS OF

IGATE CORPORATION

The Amended and Restated Bylaws of IGATE Corporation are hereby amended, effective April 23, 2015, to add the following new Section 8.6:

8.6. Exclusive Forum.

(a) Unless the Corporation consents in writing to the selection of an alternative forum, the United States District Court for the Middle District of Pennsylvania (and, to the extent the United States District Court for the Middle District of Pennsylvania does not have subject matter jurisdiction, the jurisdiction of the courts of the Commonwealth of Pennsylvania in Dauphin County) (any such court, a “Chosen Court”), shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the Corporation to the Corporation or to the shareholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the BCL, the Articles or these Bylaws, (d) any action asserting a claim arising pursuant to, or involving any application, interpretation, enforcement or determination of validity of, any provision of the BCL or the Articles or these Bylaws, (e) any action or proceeding brought under 15 Pa.C.S. Subchapter 17G of the BCL (relating to judicial supervision of corporate action), (f) any action or proceeding brought under 15 Pa.C.S. Chapter 25 of BCL (relating to registered corporations) or (g) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. Any person holding, purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 8.6, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 8.6. Without limiting any of the foregoing, nothing contained in this Section 8.6 is intended to limit or otherwise adversely impact any property right vested in the Corporation’s shareholders or is intended to limit, determine or address the merits or substance of any action or proceeding (including, whether any action or proceeding should be commenced or maintained against the Corporation or against any of the Corporation’s directors, officers, shareholders, employees or agents, or whether any particular type or form of remedy or relief should be sought or is available against the Corporation or against any of its directors, officers or employees), but instead, the provisions of this Section 8.6 are solely procedural in nature and govern only the exclusive location, forum and venue for the commencement of actions and proceedings expressly enumerated in clauses (a) through (g) above.

(b) If any action, the subject matter of which is within the scope of the first paragraph of this Section 8.6, is filed in a court other than a Chosen Court (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the Chosen Courts in connection with any action brought in any such courts to enforce the first paragraph of this Section 8.6 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder.

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(c) If any provision or provisions of this Section 8.6 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 8.6 (including, without limitation, each portion of any sentence of this Section 8.6 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

 

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