AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2006
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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WNS (HOLDINGS) LIMITED
(Exact Name of Registrant as Specified in Its Charter)
JERSEY, CHANNEL ISLANDS 7389 33-0996780
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Codification Code Number) Identification No.)
GATE 4, GODREJ & BOYCE COMPLEX
PIROJSHANAGAR, VIKHROLI (W)
MUMBAI 400 079, INDIA
(Address of Principal Executive Offices)
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WNS (HOLDINGS) LIMITED 2006 INCENTIVE AWARD PLAN
WNS (HOLDINGS) LIMITED, JERSEY 2002 STOCK INCENTIVE PLAN
(Full title of the Plans)
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WNS NORTH AMERICA INC.
420 LEXINGTON AVENUE
SUITE 2515, NEW YORK
NY 10170, USA
(Name and Address of Agent For Service)
Copies to:
MICHAEL W. STURROCK, ESQ.
LATHAM & WATKINS LLP
80 RAFFLES PLACE
#14-20 UOB PLAZA 2
SINGAPORE 048624
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(2) PRICE PER SHARE(3) PRICE(3) REGISTRATION FEE
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Ordinary Shares, par 6,965,776 $22.90 $159,516,270 $17,068
value 10 pence per share(1)
(1) Includes 3,000,000 ordinary shares available for issuance under the WNS
(Holdings) Limited 2006 Incentive Award Plan (the "2006 Plan"), plus
3,965,776 ordinary shares subject to outstanding options or reserved for
future issuance under the WNS (Holdings) Limited, Jersey 2002 Stock
Incentive Plan (the "2002 Plan"). To the extent any of the outstanding
options under the 2002 Plan terminate, expire, lapse for any reason or are
settled in cash such shares shall be issuable under the 2006 Plan. The
ordinary shares, 10 pence par value per share, of the Registrant (the
"Ordinary Shares") are traded in the United States in the form of American
Depositary Shares ("ADSs"). Each ADS represents one Ordinary Share and is
evidenced by American Depositary Receipts, issuable upon deposit of the
Ordinary Shares. A separate Registration Statement on Form F-6
(Registration No. 333-135859) has been filed for the registration of the
ADSs evidenced by American Depositary Receipts, issuable upon deposit of
the Ordinary Shares.
(2) The amount being registered shall also include any additional Ordinary
Shares which may be offered as a result of stock splits, stock dividends,
recapitalization or similar transaction in accordance with Rule 416 under
the Securities Act of 1933, as amended (the "Securities Act").
(3) The Proposed Maximum Offering Per Share and the Proposed Maximum Aggregate
Offering Price for the Ordinary Shares have been estimated in accordance
with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the
purpose of calculating the registration fee, based upon the average of the
high and low prices on the New York Stock Exchange on July 26, 2006.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant
are incorporated as of their respective dates in this Registration
Statement by reference and made a part hereof:
(a) Registrant's Registration Statement on Form F-1, as amended, which
includes audited financial statements for the fiscal year ended
March 31, 2006 (File No. 333-135590); and
(b) Description of the Ordinary Shares (and American Depositary
Shares) contained in the Registrant's Registration Statement on
Form 8-A (File No. 001-32945), filed on July 14, 2006, which
incorporates by reference the information set forth under the
headings "Description of Share Capital," "Description of American
Depositary Shares" and "Taxation" in the Registrant's Registration
Statement on Form F-1, as amended (File No. 333-135590), as amended
by any subsequent amendment or report filed for the purpose of
amending the descriptions of the Ordinary Shares and American
Depositary Shares.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the effective date of this Registration
Statement, but prior to the filing of a post-effective amendment to this
Registration Statement, indicating that all securities offered hereby
have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents. Reports on Form 6-K that we furnish to the Commission will
only be deemed incorporated by reference into this Registration
Statement if such Report on Form 6-K so states that it is incorporated
by reference herein. Reports on Form 6-K that we furnish to the
Commission will only be deemed incorporated by reference into this
Registration Statement if such Report on Form 6-K states that it is
incorporated by reference therein.
Any statement contained herein or in any 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.
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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.
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Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified
or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Association provide that, insofar as the
Companies (Jersey) Law, 1991 (the "1991 Law") allows, all of the
Registrant's present or former officers shall be indemnified out of the
Registrant's assets in respect of, among others, any expenses incurred
by them, judgments made against them or fines imposed on them in respect
of any claims, actions or proceedings commenced against them. Officers,
for these purposes, are directors and liquidators.
Article 77 of the 1991 Law provides that a company or any of its
subsidiaries or any other person may not indemnify any person from, or
against, any liability incurred by him as a result of being an officer
of the company except where the company is indemnifying him against:
(a) any liabilities incurred in defending any proceedings (whether
civil or criminal):
(i) in which judgment is given in his favor or he is acquitted,
or
(ii) which are discontinued otherwise than for some benefit
conferred by him or on his behalf or some detriment suffered
by him, or
(iii) which are settled on terms which include such benefit or
detriment and, in the opinion of a majority of the directors
of the company, he was substantially successful on the merits
in his resistance to the proceedings; or
(b) any liability incurred otherwise than to the company if he acted in
good faith with a view to the best interests of the company; or
(c) any liability incurred in connection with an application made under
Article 212 of the 1991 Law in which relief is granted to him by
the court; or
(d) any liability against which the company normally maintains
insurance for persons other than directors.
The 1991 Law permits a company to purchase and maintain insurance
regarding the indemnification of its officers.
The Registrant maintains directors and officers insurance to protect the
Registrant's officers and directors from specified liabilities that may
arise in the course of their service to the Registrant in those
capacities.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See attached Exhibit list.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) 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
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in 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 periodic 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.
(2) 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.
(3) 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.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report filed pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the
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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 the time shall be deemed to be the
initial bona fide offering thereof.
(c) 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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SIGNATURES
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 Mumbai, India on July 27, 2006.
WNS (HOLDINGS) LIMITED
By: /s/ Ramesh N. Shah
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Name: Ramesh N. Shah
Title: Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following person in the
capacities indicated on July 27, 2006.
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Ramesh Shah, Neeraj Bhargava and Zubin Dubash,
severally, as such person's true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for such person and in such person's
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
registration statement filed pursuant to Rule 462(b) promulgated under the
Securities Act 1933, as amended, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done provided two of the above-listed attorneys-in-fact act together on
behalf of such person, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or any substitute or substitutes, may lawfully do or
cause to be done by virtues hereof.
SIGNATURE TITLE
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/s/ Ramesh N. Shah Chairman of Board
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Ramesh N. Shah
/s/ Neeraj Bhargava Director and Group Chief Executive Officer
-------------------------------- (principal executive officer)
Neeraj Bhargava
/s/ Zubin Dubash Director and Group Chief Financial Officer
-------------------------------- (principal financial officer and
Zubin Dubash principal accounting officer)
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SIGNATURE TITLE
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/s/ Pulak Prasad Director
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Pulak Prasad
/s/ Nitin Sibal Director
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Nitin Sibal
/s/ Miriam Strouse Director
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Miriam Strouse
/s/ Jeremy Young Director
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Jeremy Young
/s/ Guy Sochovsky Director
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Guy Sochovsky
/s/ Timothy Hammond Director
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Timothy Hammond
By: /s/ Ramesh Shah Authorized Representative in the US
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Ramesh Shah
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EXHIBIT INDEX
Exhibit No.
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4.1 Form of Deposit Agreement among WNS (Holdings) Limited, Deutsche
Bank Trust Company Americas, as Depositary, and the holders and
beneficial owners of American Depositary Shares evidenced by
American Depositary Receipts issued thereunder (incorporated by
reference to Exhibit 4.1 in the Registration Statement on Form F-1,
as amended (File No. 333-135590) of WNS (Holdings) Limited, as
filed with the Commission on July 3, 2006).
5.1* Opinion of Mourant du Feu & Jeune, counsel to the Registrant,
regarding the legality of the Ordinary Shares.
23.1* Consent of Mourant du Feu & Jeune (see Exhibit 5.1).
23.2* Consent of Ernst & Young, registered public accounting firm, with
respect to WNS (Holdings) Limited.
23.3* Consent of Ernst & Young, independent auditors, with respect to
Trinity Partners Inc.
24.1 Powers of Attorney (included on signature page).
99.1 WNS (Holdings) Limited, Jersey 2002 Stock Incentive Plan
(incorporated by reference to Exhibit 10.10 in the Registration
Statement on Form F-1, as amended (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006).
99.2 Form of WNS (Holdings) Limited. 2006 Incentive Award Plan
(incorporated by reference to Exhibit 10.11 in the Registration
Statement on Form F-1, as amended (File No. 333-135590) of WNS
(Holdings) Limited, as filed with the Commission on July 3, 2006).
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* Filed herewith.
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