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): July 15, 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 July 15, 2008, Andrew P. Goldfarb, a Class I director of Virtusa Corporation (the
“Company”), notified the Company of his intention not to stand for re-election to the Company’s
Board of Directors. Mr. Goldfarb will remain a director of the Company until the expiration of his
term at this year’s annual meeting of stockholders. In connection with Mr. Goldfarb’s departure,
the Board of Directors of the Company has approved a decrease in the number of directors
constituting the Board from [eight] members to [seven], to be effective as of this year’s annual
meeting of stockholders. Mr. Goldfarb’s departure did not result from any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices.
Item 7.01. Regulation FD Disclosure.
On July 21, 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
The following exhibit relating to Item 5.02 shall be deemed to be furnished, and not filed:
99.1 Press Release issued by Virtusa Corporation on July 21, 2008.