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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X]Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2000
[_]Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 000-21755
iGATE CAPITAL CORPORATION
(formerly Mastech Corporation)
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1802235
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10 Foster Plaza, 5th Floor
680 Andersen Drive
Pittsburgh, Pennsylvania 15220
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (412) 503-4450
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01
par value
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [_]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 28, 2001 (based on the closing price of such stock as
reported by NASDAQ on such date) was $61,024,268.
The number of shares of the registrant's Common Stock, par value $.01 per
share, outstanding as of February 28, 2001 was 51,235,814 shares.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in a definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
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PORTIONS AMENDED
The registrant hereby amends Part IV contained in the registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000. Except as set forth
below, no other changes are made to the registrant's Report on Form 10-K for the
fiscal year ended December 31, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements of the registrant and its
subsidiaries are included on pages 29 to 53 and the report of independent
public accountants is included on page 30 in this Form 10-K.
Report of Independent Public Accountants.
Consolidated Balance Sheets--December 31, 2000 and 1999.
Consolidated Statements of Operations--Years ended December 31, 2000, 1999
and 1998.
Consolidated Statements of Shareholders' Equity--Years ended December 31,
2000, 1999 and 1998.
Consolidated Statements of Cash Flows--Years ended December 31, 2000, 1999
and 1998.
Notes to Consolidated Financial Statements
2. Consolidated Financial Statement Schedules
The following consolidated financial statement schedules shown below should
be read in conjunction with the consolidated financial statements on pages [28
to 33] in this Form 10-K. All other schedules are omitted because they are not
applicable or the required information is shown in the Consolidated Financial
Statements or notes thereto.
54
The following items appear immediately following the signature pages:
Report of Independent Public Accountants on Consolidated Financial Statement
Schedules.
Financial Statement Schedules:
Schedule II--Valuation and Qualifying Accounts for the three years ended
December 31, 2000.
Financial Data Schedules
3. Exhibits
Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit
Index, which is incorporated herein by reference.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the quarter ended
December 31, 2000.
55
iGATE CAPITAL CORPORATION
Schedule II--Valuation and Qualifying Accounts
For the Years Ended December 31, 2000, 1999 and 1998
Balance at Balance at
beginning Charged end of
of period to expense Deductions period
---------- ---------- ---------- ----------
Allowance for Doubtful Accounts
Year ended December 31, 2000....... $2,069 $3,442 $(3,718) $1,793
Year ended December 31, 1999....... 1,728 432 (91) 2,069
Year ended December 31, 1998....... 1,215 1,413 (900) 1,728
Restructuring Reserve
Year ended December 31, 2000....... $2,360 $4,385 $(1,693) $5,052
Year ended December 31, 1999....... 245 4,727 (2,612) 2,360
Year ended December 31, 1998....... -- 3,212 (2,966) 245
56
Exhibit Index Description of Exhibit
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3.1 Second Amended and Restated Articles of Incorporation of the Company
are incorporated by reference to Exhibit 3.1 to the Quarterly Report
on Form 10-Q, File No. 000-21755, filed on August 14, 2000.
3.2 Amended and Restated Bylaws of the Company are incorporated by
reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q, File
No. 000-21755, filed on August 14, 2000.
4.1 Form of certificate representing the Common Stock of the Company is
incorporated by reference From Exhibit 4.1 to iGate Capital
Corporation's Registration Statement on Form S-1, Commission File No.
333-14169, filed on November 19, 1996.
4.2 Note Purchase Agreement dated as of July 22, 1999 between iGate
Capital Corporation and GE Capital Equity Investments, Inc. is
incorporated by reference from Exhibit 4.1 to the Quarterly Report on
Form 10-Q, File No. 000-21755 filed on November 15, 1999.
4.2(a) First Amendment to Note Purchase Agreement and Waiver dated August 1,
2000 by and between iGate Capital Corporation and GE Capital Equity
Investments, Inc. is incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q, Commission File No. 000-21755, filed on
November 14, 2000
4.3 Registration Rights Agreement dated as of July 22, 1999 between iGate
Capital Corporation and GE Capital Equity Investments, Inc. is
incorporated by reference from Exhibit 4.2 to the Quarterly Report on
Form 10-Q No. 000-21755 filed on November 15, 1999.
10.1 Form of Employment Agreement by and between the Company and Sunil
Wadhwani and Ashok Trivedi is incorporated by reference from Exhibit
10.1 to iGate Capital Corporation's Registration Statement on Form S-
1, Commission File No. 333-14169, filed on November 19, 1996.*
10.1(a) Form of Amendment to Employment Agreement by and between the Company
and Sunil Wadhwani and Ashok Trivedi is filed herewith.*
10.2 Executive Employment Agreement dated November 22, 2000 between Steven
Shangold and Emplifi, Inc. is filed herewith.*
10.3 Amended and Restated Agreement dated October 18, 2000 between iGate
Capital Corporation and Bruce Haney is filed herewith.*
10.4 1996 Stock Incentive Plan is incorporated by reference to Exhibit 10.2
to iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.*
10.5 Amended and Restated 1996 Stock Incentive Plan is incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, File
No. 000-21755 filed on November 16, 1998.*
10.6 Second Amended and Restated 1996 Stock Incentive Plan is incorporated
by reference to Exhibit 99.1 to iGate Capital Corporation's Definitive
Proxy Statement, File No. 000-21755 filed on December 30, 1998.*
10.7 Second Amended and Restated Stock Incentive Plan is incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, File
No. 000-21755, filed on August 14, 2000.*
10.8 Credit Agreement dated August 1, 2000 by and among iGate Capital
Corporation, as borrower, and the financial institutions party
thereto, as lenders, and PNC Bank, N.A., as agent and as Swing Loan
Lender and Issuing Bank is incorporated by reference to Exhibit 10.2
to the Quarterly Report on Form 10-Q, Commission File No. 000-21755,
filed on November 14, 2000
10.8(a) First Amendment to Credit Agreement dated November 28, 2000 by and
among iGate Capital Corporation, PNC Bank, N.A. and National City Bank
of Pennsylvania is filed herewith.
10.9 Lease Agreement dated January 15, 1995 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India is incorporated by reference to Exhibit 10.10 to
iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.
57
Exhibit Index Description of Exhibit
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10.10 Lease Agreement dated November 6, 1996 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India is incorporated by reference to Exhibit 10.11 to
iGate Capital Corporation's Registration Statement on Form S-1,
Commission File No. 333-14169, filed on November 19, 1996.
10.11 Lease Agreement dated January 15, 1998 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India incorporated by reference to Exhibit 10.12 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.12 Lease Agreement dated March 26, 1997 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bangalore, India incorporated by reference to Exhibit 10.13 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.13 Lease Agreement dated January 13, 1998 by and between Mascot Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Chennai, India incorporated by reference to Exhibit 10.14 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.14 Lease Agreement dated April 1, 1996 by and between Scott Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Bombay, India is incorporated by reference from Exhibit 10.12 to iGate
Capital Corporation's Registration Statement on Form S-1, Commission
File No. 333-4169, filed on November 19, 1996.
10.15 Lease Agreement dated April 1, 1996 by and between Scott Systems
Private Limited and Sunil Wadhwani for real estate in Bombay, India is
incorporated by reference to Exhibit 10.13 to iGate Capital
Corporation's Registration Statement on Form S-1, Commission File No.
333-14169, filed on November 19, 1996.
10.16 Lease Agreement dated April 1, 1996 by and between Scott Systems
Private Limited and Ashok Trivedi for real estate in Bombay, India is
incorporated by reference to Exhibit 10.14 to Mastech Corporation's
Registration Statement on Form S-1, Commission File No. 333-14169,
filed on November 19, 1996.
10.17 Lease Agreement dated April 18, 1998 by and between Scott Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Mumbai, India incorporated by reference to Exhibit 10.18 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.18 Lease Agreement dated April 18, 1998 by and between Scott Systems
Private Limited and Messrs. Wadhwani and Trivedi for real estate in
Mumbai, India incorporated by reference to Exhibit 10.19 to Annual
Report on Form 10-K for the year ended December 31, 1998.
10.19 Sublease Agreement dated February 10, 1995 by and between Westinghouse
Electric Corporation and the Company for the Company's Oakdale, PA
headquarters, as amended by amendment dated March 20, 1996 is
incorporated by reference to Exhibit 10.19 to iGate Capital
Corporation's Registration Statement on Form S-1, Commission File No.
333-14169, filed on November 19, 1996.
10.20 Lease Agreement dated October 14, 1998 by and between Park Ridge One
Associates and the Company for office space located in Park Ridge
Office Center near Pittsburgh, Pennsylvania incorporated by reference
to Exhibit 10.25 to Annual Report on Form 10-K for the year ended
December 31, 1998.
10.21 Lease Agreement dated June 8, 2000 by and between the Company and
Foster Plaza Holding Corporation for office space in Foster Plaza
located near Pittsburgh, Pennsylvania is filed herewith.
10.22 Stock Purchase Agreement by and between the Company and Messrs.
Wadhwani and Trivedi for their shares of Mascot Systems Private
Limited (incorporated by reference to Exhibit 10.20 on Form S-1 of
iGate Capital Corporation, Commission File No. 333-14169, filed on
November 19, 1996).
10.23 Shareholders Agreement by and among the Company, Sunil Wadhwani and
Ashok Trivedi and the Joinder Agreement by Grantor Retained Annuity
Trusts established by Messrs. Wadhwani and Trivedi are incorporated by
reference to Exhibit 10.5 to iGate Capital Corporation's Registration
Statement on Form S-1, Commission File No. 333-14169, filed on
December 16, 1996.
58
Exhibit Index Description of Exhibit
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10.24 Agreement and Plan of Merger by and between the Company and SWAT
Systems is incorporated by reference to Exhibit 10.15 to iGate Capital
Corporation's Registration Statement on Form S-1, Commission File No.
333-14169, filed on November 19, 1996.
10.25 Form of S-corporation Revocation, Tax Allocation and Indemnification
Agreement is incorporated by reference to Exhibit 10.17 to iGate
Capital Corporation's Registration Statement on Form S-1, Commission
File No. 333-14169, filed on November 19, 1996.
10.67 Form of Capital Contribution Agreement by and among the Company, Sunil
Wadhwani, Ashok Trivedi and their respective family trusts is
incorporated by reference to Exhibit 10.21 to iGate Capital
Corporation's Registration Statement on Form S-1, Commission File No.
333-14169, filed on December 16, 1996.
21.0 Subsidiaries of the registrant
23.0 Report of Independent Public Accountants on Financial Data Schedule
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*Management compensatory plan or arrangement
59
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 27th day of March, 2001.
iGATE CAPITAL CORPORATION
/s/ Sunil Wadhwani
March 27, 2001 By: _________________________________
Sunil Wadhwani
Co-Chairman of the Board of
Directors,
Chief Executive Officer, and
Director
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of iGate Capital Corporation,
hereby severally constitute and appoint Sunil Wadhwani, Ashok Trivedi and Bruce
Haney, and each of them singly, our true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, amendments to this report, and generally to do all things in
our names and on our behalf in such capacities to enable iGate Capital
Corporation to comply with the provisions of the Securities Exchange Act of
1934, as amended, and all requirements of the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Sunil Wadhwani Co-Chairman of the Board March 27, 2001
______________________________________ of Directors, Chief
Sunil Wadhwani Executive Officer, and
Director
/s/ Ashok Trivedi Co-Chairman of the Board March 27, 2001
______________________________________ of Directors, President,
Ashok Trivedi and Director
/s/ Jonathan D. Bonime Senior Vice President, March 27, 2001
______________________________________ General Counsel, and
Jonathan D. Bonime Secretary
/s/ Bruce E. Haney Managing Director and March 27, 2001
______________________________________ Chief Financial Officer
Bruce E. Haney
/s/ Michael Zugay Managing Director, March 27, 2001
______________________________________ Corporate Development
Michael Zugay
/s/ Michel Berty Director March 27, 2001
______________________________________
Michel Berty
/s/ J. Gordon Garrett Director March 27, 2001
______________________________________
J. Gordon Garrett
/s/ Edward Yourdon Director March 27, 2001
______________________________________
Edward Yourdon
60
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
iGate Capital Corporation
Date: April 17, 2001 By /s/ Ashok Trivedi
Ashok Trivedi
Co-Chairman of the Board of Directors,
President, and Director