UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 22, 2008
VIRTUSA CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-33625
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04-3512883 |
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(State or Other Juris-
diction of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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2000 West Park Drive
Westborough, Massachusetts
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01581 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (508) 389-7300
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On August 28, 2008, Virtusa Corporation announced that Danford F. Smith, President, Chief Operating
Officer and member of the Board of Directors of the Company, has resigned from the Company,
effective September 30, 2008, in order to pursue other opportunities.
Item 7.01. Regulation FD Disclosure.
On August 28, 2008, the Company issued a press release, a copy of which is being furnished as
Exhibit 99.1 to this Current Report
on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 10.1 |
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Separation Agreement dated as of August 28, 2008 by and between Virtusa Corporation and
Danford F. Smith. |
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The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed: |
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| 99.1 |
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Press Release issued by Virtusa Corporation on August 28, 2008. |