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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2007
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-33089 82-0572194
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
350 PARK AVENUE
NEW YORK, NEW YORK 10022
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 277-7100
NOT APPLICABLE
(Former name or 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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On October 24, 2007, the Board of Directors of ExlService
Holdings, Inc. (the "Company") amended and restated the Company's Amended and
Restated By-laws, effective as of October 24, 2007, to amend Article 7 thereof
to allow for the issuance of uncertificated shares of the Company's stock. The
amendment makes the Company's shares of common stock eligible for inclusion in
the Direct Registration Program, as required by Section 4350 of the Nasdaq
Stock Exchange's Marketplace Rules, which allows investors to have securities
registered in their names without the issuance of physical certificates and
allows investors to electronically transfer securities to broker-dealers in
order to effect transactions without the risks and delays associated with
transferring physical certificates.
The full text of the Second Amended and Restated By-laws is filed
as Exhibit 3.1 to this Current Report, and Article 7 therein is incorporated
herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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3.1 Second Amended and Restated By-laws, as amended
effective October 24, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
EXLSERVICE HOLDINGS, INC.
(Registrant)
Date: October 26, 2007 By: /s/ Amit Shashank
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Name: Amit Shashank
Title: Vice President, General Counsel
and Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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3.1 Second Amended and Restated By-laws, as amended
effective October 24, 2007