As filed with the Securities and Exchange Commission on May 20, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
GENPACT LIMITED
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0533350 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal registered offices) (Zip Code)
Genpact Limited 2017 Omnibus Incentive Compensation Plan
(as amended and restated as of May 19, 2022)
(Full title of the Plan)
Heather D. White, Esq.
Genpact LLC
1155 Avenue of the Americas, 4th Floor
New York, NY 10036
(Name and address of agent for service)
(646) 624-5913
(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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | 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
This Registration Statement on Form S-8, relating to the Genpact Limited 2017 Omnibus Incentive Compensation Plan (as amended and restated as of May 19, 2022) (the “Plan”) of Genpact Limited (the “Registrant”), is being filed in accordance with General Instruction E to Form S-8 for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. In accordance with such instruction, this Registration Statement hereby incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-217804, filed with the Securities and Exchange Commission on May 9, 2017 by the Registrant (the “Prior Registration Statement”), relating to the Plan, including periodic reports that the Registrant filed after the Prior Registration Statement to maintain current information about the Registrant that were incorporated by reference into the Prior Registration Statement, except for Item 8, Exhibits, with respect to which the Exhibit Index included in Part II of this Registration Statement is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| * | Filed herewith |
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 the City of New York, in the State of New York on this 20th day of May, 2022.
| GENPACT LIMITED | ||
| By: | /s/ N.V. Tyagarajan | |
| Name: N.V. Tyagarajan | ||
| Title: President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Genpact Limited hereby severally constitute and appoint Heather D. White and Thomas D. Scholtes, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Genpact Limited to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ N.V. Tyagarajan N.V. Tyagarajan | President, Chief Executive Officer and Director | May 20, 2022 | ||
/s/ Michael Weiner Michael Weiner | Chief Financial Officer (Principal Financial and | May 20, 2022 | ||
/s/ James Madden James Madden | Chairman of the Board of Directors | May 20, 2022 | ||
/s/ Ajay Agrawal Ajay Agrawal | Director | May 20, 2022 | ||
/s/ Stacey Cartwright Stacey Cartwright | Director | May 20, 2022 | ||
/s/ Laura Conigliaro Laura Conigliaro | Director | May 20, 2022 | ||
/s/ Tamara Franklin Tamara Franklin | Director | May 20, 2022 | ||
/s/ Carol Lindstrom Carol Lindstrom | Director | May 20, 2022 | ||
/s/ CeCelia Morken CeCelia Morken | Director | May 20, 2022 | ||
/s/ Brian Stevens Brian Stevens | Director | May 20, 2022 | ||
/s/ Mark Verdi Mark Verdi | Director | May 20, 2022 | ||
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
| By: | /s/ Heather D. White | |
| Name: Heather D. White | ||
| Title: Authorized Representative |
