As filed with the Securities and Exchange Commission on October 19, 2006
Registration No. 333-
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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
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE (1)(2) FEE
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Common Stock, $0.001 par value per share $8,625,000 $923
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(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.
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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.
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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)).
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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
*
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DAVID B. KELSO Director
*
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DR. MOHANBIR SAWHNEY Director
*
----------------------------------------
GAREN K. STAGLIN Director
*By: /s/ Vikram Talwar
--------------------------------
Vikram Talwar, Attorney in Fact
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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)).