SEC Comment Letter for ExlService Holdings, Inc. (EXLS) (CIK 0001297989) (EXLS) — Oct 19, 2006
ExlService Holdings, Inc. (EXLS) (CIK 0001297989)
Date: Oct. 19, 2006 · CIK: 0001297989 · Accession: 0000000000-06-050811
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-121001
Letter
October 12, 2006 Mail Stop 4561 Vikram Talwar Chief Executive Officer ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022
Re: ExlService Holdings, Inc. Amendment No. 5 to Registra tion Statement on Form S-1 Filed October 4, 2006 Registration No. 333-121001
Dear Mr. Talwar:
We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Management
Board Structure and Compensation, page 87 1. Please clarify whether the Board of Director s has made a determination regarding the independence of any of your di rectors. We note your statemen t that many of your directors are “expected to meet the independence requirements of NASDAQ and the federal securities laws.” We further note that at least one independent dir ector must serve on each of your committees and that NASDAQ requires that the Board of Directors make an affirmative determination regarding the independ ence of directors. Pl ease revise to indicate whether such a determination has been made with respect to any of your directors.
Employment Agreements, page 91 2. Please briefly define the terms, “cause,” “good reason” and “change of control” as such terms are used in the employment or othe r agreements for your executive officers.
* * * * *
As appropriate, please amend your registrati on statement in response to our comments. You may wish to provide us with marked copies of the amendment to exped ite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested information. Detailed cover letters greatly facilitate our re view. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing includes al l information required under the Securities Act of 1933 and that they have provided all information i nvestors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequa cy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the above registration statem ent. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please a llow adequate time after the fili ng of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Jamie Webste r at (202) 551-3446 or Steven Jacobs, Accounting Branch Chief, at (202) 551-3403 if you have questions re garding comments on the financial statements and related matters. Please contact me at 202-551-3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
Show Raw Text
October 12, 2006 Mail Stop 4561 Vikram Talwar Chief Executive Officer ExlService Holdings, Inc. 350 Park Avenue New York, NY 10022 Re: ExlService Holdings, Inc. Amendment No. 5 to Registra tion Statement on Form S-1 Filed October 4, 2006 Registration No. 333-121001 Dear Mr. Talwar: We have reviewed your filing and have th e following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing. We look forward to working with you in these re spects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Management Board Structure and Compensation, page 87 1. Please clarify whether the Board of Director s has made a determination regarding the independence of any of your di rectors. We note your statemen t that many of your directors are “expected to meet the independence requirements of NASDAQ and the federal securities laws.” We further note that at least one independent dir ector must serve on each of your committees and that NASDAQ requires that the Board of Directors make an affirmative determination regarding the independ ence of directors. Pl ease revise to indicate whether such a determination has been made with respect to any of your directors. Employment Agreements, page 91 2. Please briefly define the terms, “cause,” “good reason” and “change of control” as such terms are used in the employment or othe r agreements for your executive officers. * * * * * As appropriate, please amend your registrati on statement in response to our comments. You may wish to provide us with marked copies of the amendment to exped ite our review. Please furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides any requested information. Detailed cover letters greatly facilitate our re view. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing includes al l information required under the Securities Act of 1933 and that they have provided all information i nvestors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequa cy of the disclosures they have made. We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting accelerat ion are aware of their respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the above registration statem ent. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please a llow adequate time after the fili ng of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. You may contact Jamie Webste r at (202) 551-3446 or Steven Jacobs, Accounting Branch Chief, at (202) 551-3403 if you have questions re garding comments on the financial statements and related matters. Please contact me at 202-551-3694 with any other questions. Sincerely, Owen Pinkerton Senior Counsel cc: Valerie DeMont, Esq. ( via facsimile)