As filed with the Securities and Exchange Commission on November 14, 2019
Registration No. 333-230982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GENPACT LIMITED
(Exact
name of registrant as specified in its charter)
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Bermuda
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98-0533350
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Victoria Place, 5th Floor
31 Victoria Street
Hamilton, Bermuda, HM 10
(441) 294-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
GENPACT LUXEMBOURG S.À R.L.
(Exact name of registrant as specified in its charter)
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Luxembourg
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98-0550714
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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12F, Rue Guillaume Kroll
L-1882 Luxembourg
+352 26 987 686
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Heather White
c/o Genpact LLC
1155 Avenue of the Americas, 4th Floor
New York, NY 10036
(646) 624-5913
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
for Service)
With a copy to:
Craig F. Arcella
Cravath,
Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New
York, NY 10019
(212) 474-1000
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act.
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered (1)
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Unit (1)
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Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (1)
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Genpact Limited
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Guarantees of Debt Securities (2)
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Genpact Luxembourg S.à r.l.
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Debt Securities
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(1)
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An indeterminate amount of the securities of each identified class is being registered as may from time to time
be offered hereunder at indeterminate prices. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the Securities Act), the registrants are deferring payment of all registration fees and will pay the
registration fees subsequently in advance or on a pay-as-you-go basis.
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(2)
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No separate consideration will be received for the guarantees of the debt securities being registered. In
accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.
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