As filed with the Securities and Exchange Commission on October 19, 2006
Registration No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EXLSERVICE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 541990 82-0572194
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
350 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 277-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
VIKRAM TALWAR
CHIEF EXECUTIVE OFFICER
EXLSERVICE HOLDINGS, INC.
350 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 277-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JOHN C. KENNEDY, ESQ. AMIT SHASHANK JANET L. FISHER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP GENERAL COUNSEL AND VICE PRESIDENT CLEARY GOTTLIEB STEEN & HAMILTON LLP
1285 AVENUE OF THE AMERICAS EXLSERVICE HOLDINGS, INC. ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10019-6064 350 PARK AVENUE NEW YORK, NEW YORK 10006
(212) 373-3000 NEW YORK, NEW YORK 10022 (212) 225-2000
FAX: (212) 757-3990 (212) 277-7100
______________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE.
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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [X] 333-121001
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 post-effective amendment filed pursuant to Rule 462(d)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE (1)(2) FEE
- --------------------------------------------------------------------------------
Common Stock, $0.001 par value per share $8,625,000 $923
================================================================================
(1) Includes shares which may be purchased to cover over-allotments, if
any. The $8,625,000 proposed maximum aggregate offering price is in
addition to the $69,000,000 proposed maximum aggregate offering price
registered pursuant to the Registrant's Registration Statement on Form
S-1 (File No. 333-121001). A registration fee was previously paid in
connection with that Registration Statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
================================================================================
2
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index and exhibits. Pursuant to Rule 462(b), the contents of the registration
statement on Form S-1 (File No. 333-121001) of ExlService Holdings, Inc. (the
"Registrant"), including the exhibits thereto, are incorporated by reference
into this registration statement.
The Registrant hereby certifies that it (i) has instructed its bank to
transmit to the Securities and Exchange Commission (the "Commission") the filing
fee set forth on the cover page of this Registration Statement by a wire
transfer of such amount to the Commission's account at Mellon Bank as soon as
practicable (but no later than the close of business on October 20, 2006), (ii)
will not revoke such instructions, (iii) has sufficient funds in the relevant
account to cover the amount of such filing fee and (iv) will confirm receipt of
such instructions by its bank during the bank's regular business hours no later
than October 20, 2006.
3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-121001 are incorporated by reference into, and shall be deemed
to be a part of, this registration statement, except for the following, which
are filed herewith.
Exhibit
Number Description of Exhibit
- ------ ----------------------
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the
legality of the shares registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Russell Bedford Stefanou Mirchandani LLP.
23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the
Registration Statement on Form S-1 of ExlService Holdings, Inc.
(Registration No. 333-121001)).
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on October 19, 2006.
EXLSERVICE HOLDINGS, INC.
By: /s/ Vikram Talwar
----------------------------
Name: Vikram Talwar
Title: Chief Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the following capacities
on the 19th day of October, 2006.
SIGNATURE TITLE
- ---------------------------------------- ------------------------------------
*
- ---------------------------------------- Chief Executive Officer and Director
VIKRAM TALWAR (Principal Executive Officer)
*
- ---------------------------------------- President, Chief Financial Officer
ROHIT KAPOOR and Director (Principal Financial
and Accounting Officer)
*
- ----------------------------------------
STEVEN B. GRUBER Chairman of the Board
*
- ----------------------------------------
BRADFORD E. BERNSTEIN Director
*
- ----------------------------------------
EDWARD V. DARDANI Director
*
- ----------------------------------------
JAMES C. HALE, III Director
*
- ----------------------------------------
DAVID B. KELSO Director
*
- ----------------------------------------
DR. MOHANBIR SAWHNEY Director
*
- ----------------------------------------
GAREN K. STAGLIN Director
*By: /s/ Vikram Talwar
--------------------------------
Vikram Talwar, Attorney in Fact
5
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the
legality of the shares registered hereunder.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Russell Bedford Stefanou Mirchandani LLP.
23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the
Registration Statement on Form S-1 of ExlService Holdings, Inc.
(Registration No. 333-121001)).
EXHIBIT 5.1
-----------
October 19, 2006
ExlService Holdings, Inc.
350 Park Avenue
New York, New York 10022
Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-1 (the
"Registration Statement"), of ExlService Holdings, Inc., a Delaware corporation
(the "Company"), filed today with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder (the "Rules"), you have asked us to furnish our
opinion as to the legality of the securities being registered under the
Registration Statement. The Registration Statement and the related registration
statement (Registration No. 333-121001) relate to the registration under the
Act of up to 5,750,000 shares (the "Shares") of the Company's common stock, par
value $0.001 per share (the "Common Stock"), that may be offered
ExlService Holdings, Inc. 2
by the Company (including shares issuable by the Company upon exercise of the
underwriters' over-allotment option).
In connection with the furnishing of this opinion, we have examined
originals or copies certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
1. the Registration Statement; and
2. the form of the Underwriting Agreement (the "Underwriting
Agreement") relating to the offering.
In addition, we have examined (i) such corporate records of the
Company that we have considered appropriate, including a copy of the amended
and restated certificate of incorporation and by-laws, as amended, of the
Company, certified by the Company as in effect on the date of this letter, and
copies of resolutions of the board of directors of the Company relating to the
issuance of the Shares, certified by the Company and (ii) such other
certificates, agreements and documents that we deemed relevant and necessary as
a basis for our opinion expressed below. We have also relied upon the factual
matters contained in the representations and warranties of the Company made in
the Documents and upon certificates of public officials and the officers of the
Company.
In our examination of the documents referred to above, we have
assumed, without independent investigation, the genuineness of all signatures,
the legal capacity of all individuals who have executed any of the documents
reviewed by us, the authenticity of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of
ExlService Holdings, Inc. 3
valid existing agreements or other documents, the authenticity of all the
latter documents and that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we have
examined are accurate and complete. We have also assumed that the amended and
restated certificate of incorporation and by-laws of the Company will be
validly adopted in the forms reviewed by us and that the amended and restated
certificate of incorporation will be duly filed with the Secretary of State of
the State of Delaware.
Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that the Shares have been
duly authorized by all necessary corporate action on the part of the Company
and, when issued, delivered and paid for as contemplated in the Registration
Statement and in accordance with the terms of the Underwriting Agreement, the
Shares will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the General Corporation Law
of the State of Delaware. Our opinion is rendered only with respect to the
laws, and the rules, regulations, orders and applicable judicial and regulatory
determinations under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the prospectus incorporated by reference in the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required by the Act or the
Rules.
ExlService Holdings, Inc. 4
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement
(Form S-1) dated October 19, 2006 of our reports dated February 15, 2005 with
respect to the consolidated financial statements and schedule of ExlService
Holdings, Inc. included in Amendment No. 6 to the Registration Statement (Form
S-1 No. 333-121001) and to the reference therein to our firm under the caption
"Experts."
/s/ ERNST & YOUNG LLP
------------------------
New York, New York
October 19, 2006
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: Inductis, Inc.
As independent certified public accountants, we hereby consent to the
incorporation by reference in the Registration Statement (Form S-1) dated
October 19, 2006 of our report dated May 22, 2006 , except for note 23(b) which
is dated June 18, 2006, with respect to the consolidated financial statements of
Inductis, Inc. included in Amendment No. 6 to the Registration Statement (Form
S-1 No. 333-121001) and to the reference therein to our firm under the caption
"Experts."
/s/ Russell Bedford Stefanou Mirchandani LLP
--------------------------------------------
Russell Bedford Stefanou Mirchandani LLP
New York, New York
October 19, 2006
