Securities Registration: Employee Benefit Plan (s-8)
October 28 2021 - 9:35AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TDCX Inc.
(Exact name
of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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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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750D Chai Chee Road,
#06-01/06 ESR BizPark @ Chai Chee
Singapore 469004
(65)
6309 1688
(Address of Principal Executive Offices and Zip Code)
TDCX PERFORMANCE SHARE PLAN
(Full title of the plan)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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. ☐
Copies to:
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Mr. Tze Neng Chin
Chief Financial Officer
750D Chai Chee Road
#06-01/06 ESR BizPark @ Chai Chee
Singapore 469004
(65) 6309 1688
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Rajeev P. Duggal, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
6 Battery Road
Suite 23-02
Singapore 049909
(65) 6434-2900
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered(1)
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Amount
to be
registered(2)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Class A ordinary shares, par value US$0.0001 per share
(reserved)
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7,288,140(3)
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$24.49
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$178,486,548.60
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$16,545.70
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Total
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7,288,140(4)
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$24.49
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$178,486,548.60
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$16,545.70
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(1)
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These shares may be represented by the Registrants American Depositary Shares, or ADSs, each of which
represents one Class A ordinary shares of the Registrant, par value US$0.0001 per share. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration
statement on Form F-6 (333-259802).
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(2)
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Represents the Class A ordinary shares issuable upon vesting or exercise of awards granted under the TDCX
Performance Share Plan of the Registrant, as amended and restated from time to time (the PSP Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also
covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends, or similar transactions as provided in the PSP Plan. Any Class A ordinary shares covered by an award
granted under the PSP Plan (or portion of an award) that terminates, expires, or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued
under the PSP Plan.
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(3)
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These Class A ordinary shares are reserved for future award grants under the PSP Plan. The number of
Class A ordinary shares available for issuance under the PSP Plan has been estimated for the purposes of calculating the amount of the registration fee. The proposed maximum offering price per share, which is estimated solely for the purposes
of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on the New York Stock Exchange on October 21, 2021,
adjusted for ADS to Class A ordinary share ratio.
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(4)
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Any Class A ordinary shares covered by an award granted under the PSP Plan (or portion of an award) that
terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the PSP Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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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* 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. The documents containing information specified in this Part I will be separately provided to the participants covered by the PSP Plan, as specified
by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference
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The following documents previously filed by TDCX Inc. (the Registrant) with the Securities and Exchange Commission (the
Commission) are incorporated by reference herein:
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(a)
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The Registrants prospectus
dated October 1, 2021 filed with the Commission on October 1, 2021 (File No. 333-259361) pursuant to Rule 424(b)(4) under the Securities Act; and
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(b)
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The description of the Registrants Class A ordinary shares set forth under Description of
Share Capital in the Registrants registration statement on Form F-1 (File No. 333-259361),
initially filed with the Commission on September 7, 2021, including any amendment, supplement and report subsequently filed for the purpose of updating that description.
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All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to
be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be
incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4.
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Description of Securities
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
1
Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent to which a companys articles of association may provide for indemnification of directors and
officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrants
second amended and restated memorandum and articles of association, adopted by its shareholders on September 7, 2021 and effective immediately prior to the completion of the Registrants initial public offering of American Depositary
Shares representing its Class A ordinary shares, provides that the Registrant shall indemnify and secure its directors and officers harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or
sustained by such persons in their capacity as such, except by reason of their own dishonesty, wilful default or fraud, in or about the conduct of the Registrants business or affairs (including as a result of any mistake of judgment) or in the
execution or discharge of their duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such persons in defending (whether successfully or
otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the form of which was filed as Exhibit 10.5 to the Registrants registration statement on Form
F-1, as amended (File No. 333-259361), the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred
by such persons in connection with claims made by reason of their being directors or officers of the Registrant.
Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The
Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7.
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Exemption from Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
(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 the
registration statement or any material change to that information in the registration statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 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 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 that 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 the foregoing provisions, or otherwise, 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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3
EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrants
registration statement on Form F-1/A filed with the Securities and Exchange Commission on September 27, 2021, as amended (File No. 333-259361))
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4.2
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Registrants Specimen Certificate for Class
A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Registrants registration statement on Form F-1 filed with the Securities and Exchange Commission on September
7, 2021 (File No. 333-259361))
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4.3*
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Deposit Agreement, among the Registrant, JPMorgan Chase Bank, N.A., as depositary, and holders and beneficial owners of the American Depositary Receipts issued thereunder dated September 30, 2021
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4.4*
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Registrants Specimen American Depositary Receipt (included in Exhibit 4.3)
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5.1*
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Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A ordinary shares being registered
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10.1
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TDCX Performance Share Plan (incorporated herein by reference to Exhibit 10.6 to the Registrants registration statement on Form F-1 filed with the Securities Exchange Commission on September 7,2021 (File No. 333-259361))
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23.1*
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Consent of Deloitte & Touche LLP, an independent registered public accounting firm
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23.2*
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page hereto)
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* Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Singapore, on
October 28, 2021.
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TDCX Inc.
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By:
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/s/ Laurent Junique
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Name: Laurent Junique
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Title: Executive Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurent Junique, singly (with full
power to act alone), as our true and lawful attorney-in-fact, with the power of substitution, for 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 to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully
to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the
following persons in the capacities on October 28, 2021.
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Signature
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Title
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Date
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/s/ Laurent Junique
Laurent Junique
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Executive Chairman and Chief Executive Officer (Principal Executive Officer)
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October 28, 2021
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/s/ Edward Goh
Edward Goh
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EVP Corporate Development and Director
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October 28, 2021
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/s/ Tze Neng Chin
Tze Neng Chin
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Chief Financial Officer and Director (Principal Financial and Accounting Officer)
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October 28, 2021
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TDCX Inc. has
signed this registration statement or amendment thereto in New York, New York on October 28, 2021.
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Authorized U.S. Representative
Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President on behalf of Cogency Global Inc.
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