As filed with the Securities and Exchange Commission on November 7, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ExlService Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-0572194 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
320 Park Avenue, 29th Floor New York, New York 10022 |
||
| (Address of Principal Executive Offices, Including Zip Code) | ||
2018 Omnibus Incentive Plan
(Full title of the plan)
Ajay Ayyappan
Executive Vice President, General Counsel and Corporate Secretary
320 Park Avenue, 29th Floor
New York, New York 10022
(212) 277-7100
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Rakesh Gopalan
Troutman Pepper Hamilton Sanders LLP
301 S. College Street
Charlotte, North Carolina 28202
(704) 998-4050
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.
| Large accelerated filer x | Accelerated filer ¨ |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
| Emerging growth company ¨ |
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. ¨
EXPLANATORY NOTE
ExlService Holdings, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register an additional 5,172,500 shares of common stock issuable to eligible persons under its 2018 Omnibus Incentive Plan (the “Plan”) that became available for future grant under the Plan, including pursuant to each award that expired or terminated or was forfeited or settled in cash, or pursuant to shares of common stock delivered or withheld in full or partial satisfaction of applicable tax withholding obligations (other than options or stock appreciation rights).
The Registrant previously filed with the Commission a Registration Statement on Form S-8 (File No. 333-226527) (the “Prior Registration Statement”). This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement related. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Commission on February 29, 2024 (the “Annual Report”); |
| (b) | The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 29, 2024, that are incorporated by reference into the Annual Report; |
| (d) | The Registrant’s Current Reports on Form 8-K, as filed with the Commission on March 7, 2024, March 18, 2024, April 3, 2024, June 25, 2024, and August 15, 2024 (except for any portions of such Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission); and |
| (e) | The description of the Company’s common stock contained in its registration statement filed pursuant to Section 12 of the Exchange Act on October 17, 2006 and all amendments and reports filed for the purpose of updating such description. |
All documents 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 that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a 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 document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
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 New York, State of New York on the 7th day of November, 2024.
| EXLSERVICE HOLDINGS, INC. | |||
| By: | /s/ Maurizio Nicolelli | ||
| Name: | Maurizio Nicolelli | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Rohit Kapoor, Maurizio Nicolelli and Ajay Ayyappan, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||
|
/s/ ROHIT KAPOOR Rohit Kapoor |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
November 7, 2024 | ||
|
/s/ MAURIZIO NICOLELLI Maurizio Nicolelli |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | November 7, 2024 | ||
|
/s/ VIKRAM PANDIT Vikram Pandit |
Lead Independent Director | November 7, 2024 | ||
|
/s/ THOMAS BARTLETT Thomas Bartlett |
Director | November 7, 2024 | ||
|
/s/ ANDREAS FIBIG Andreas Fibig |
Director | November 7, 2024 | ||
|
/s/ KRISTY PIPES Kristy Pipes |
Director | November 7, 2024 | ||
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/s/ NITIN SAHNEY Nitin Sahney |
Director | November 7, 2024 | ||
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/s/ JAYNIE M. STUDENMUND Jaynie M. Studenmund |
Director | November 7, 2024 | ||
|
/s/ SARAH WILLIAMSON Sarah Williamson |
Director | November 7, 2024 |
Exhibit 5.1
| Troutman Pepper Hamilton Sanders LLP 301 S. College Street, 34th Floor Charlotte, NC 28202 |  |
|
| troutman.com | ||
November 7, 2024
ExlService Holdings, Inc.,
320 Park Avenue, 29th Floor
New York, NY 10022
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to ExlService Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) that is being filed on the date hereof with the Securities and Exchange Commission (the “SEC”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 5,172,500 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), available for future issuance under the ExlService Holdings, Inc. 2018 Omnibus Incentive Plan (the “Plan”).
In connection with this opinion letter, we have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For all purposes of the opinion expressed herein, we have assumed, without independent investigation, the following: (a) to the extent that we have reviewed and relied upon certificates of the Company or authorized representatives thereof and certificates and assurances from public officials, all of such certificates, representations and assurances are accurate with regard to factual matters; (b) all documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents; (c) the genuineness of all signatures; and (d) the Registration Statement will be effective under the Securities Act.
Based on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that the Shares have been validly authorized and, when issued and paid for in accordance with and upon the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware (including statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), as in effect on the date hereof, and we do not express any opinion concerning any other law.
ExlService Holdings, Inc. November 7, 2024 Page 2 |  |
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The foregoing opinion is being furnished only for the purpose referred to in the first paragraph of this opinion letter. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
| Very truly yours, | |
| /s/ Troutman Pepper Hamilton Sanders LLP | |
| Troutman Pepper Hamilton Sanders LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 29, 2024 relating to the financial statements of ExlService Holdings, Inc. and the effectiveness of ExlService Holdings, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of ExlService Holdings, Inc. for the year ended December 31, 2023.
| /s/ Deloitte & Touche LLP | |
| New York, New York | |
| November 7, 2024 |
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
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|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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