Date of report (Date of earliest event reported) September 19, 2008




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 19, 2008

 

 

Mastech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Pennsylvania

(State or Other Jurisdiction of Incorporation)

 

 

 

 

001-34099

 

26-2753540

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

1000 Commerce Drive, Suite 500

 

15275

(Address of Principal Executive Offices)

 

(Zip Code)

(412) 787-2100

(Registrant’s Telephone Number, Including Area Code)

N/A

(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):

 

¨

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))

 

 

 




Item 8.01 Other Events

In connection with its separation from iGATE Corporation, Mastech Holdings, Inc. distributed to iGATE Corporation shareholders an information statement dated September 15, 2008. A copy of the information statement is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits:

 

 

 

 

Exhibit No.

 

Description

99.1

 

Information Statement dated September 15, 2008.


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 hereunto duly authorized.

 


 

 

 

MASTECH HOLDINGS, INC.

 

 

By:

 

/s/    John J. Cronin

Name:

 

John J. Cronin

Title:

 

Chief Financial Officer,

Secretary, and Treasurer

September 19, 2008




Exhibit Index

 

 

 

 

Exhibit No.

 

Description

99.1

 

Information Statement dated September 15, 2008

Table of Contents

Exhibit 99.1

Mastech Holdings, Inc. Information Statement

Distribution of

Common Stock of

Mastech Holdings, Inc.

by

iGATE CORPORATION

to iGATE Corporation Shareholders

This information statement is being furnished in connection with the distribution by iGATE Corporation to its shareholders of all of its shares of common stock of Mastech Holdings, Inc., a wholly-owned subsidiary of iGATE that will hold the assets and liabilities associated with iGATE’s Professional Services business and certain other liabilities as described in this information statement. To implement the distribution, iGATE will distribute all of its shares of Mastech Holdings common stock on a pro rata basis to the holders of iGATE’s common stock. Each of you, as a holder of iGATE common stock, will receive 0.06667 shares of Mastech Holdings common stock for every share of iGATE common stock that you held at the close of business on September 16, 2008, the record date for the distribution. The distribution will be effective as of September 30, 2008. Immediately after the distribution is completed, Mastech Holdings will be an independent public company.

No vote of iGATE shareholders is required in connection with this distribution. We are not asking you for a proxy and you are requested not to send us a proxy. iGATE shareholders will not be required to pay any consideration for the shares of Mastech Holdings common stock they receive in the distribution, and they will not be required to surrender or exchange shares of their iGATE common stock or take any other action in connection with the distribution.

All of the outstanding shares of Mastech Holdings common stock are currently owned by iGATE. Accordingly, there currently is no public trading market for the common stock. We have received approval to list the Mastech Holdings common stock under the ticker symbol “MHH” on the American Stock Exchange. We anticipate that a limited market, commonly known as a “when-issued” trading market, for the common stock will develop on or shortly before the record date for the distribution and will continue up to and including the distribution date, and we anticipate that “regular-way” or normal trading of the Mastech Holdings common stock will begin on the first trading day following the distribution date.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of any of the securities of Mastech Holdings, Inc. or determined whether this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is September 15, 2008.

This information statement was first mailed to iGATE Corporation shareholders on or about September 17, 2008.
Table of Contents

MASTECH HOLDINGS, INC.

INFORMATION STATEMENT

TABLE OF CONTENTS

 


 

 

 

 

  

Page:

Summary

  

1

Questions and Answers Regarding the Distribution

  

2

Risk Factors

  

5

Forward-Looking Statements

  

15

The Distribution

  

16

Dividend Policy

  

20

Description of the Mastech Holdings Capital Stock

  

21

Financial Information

  

24

Unaudited Pro Forma Financial Statements

  

24

Selected Historical Financial Data

  

29

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

30

Business

  

41

Quantitative and Qualitative Disclosures About Market Risk

  

50

Management

  

51

Executive Compensation

  

55

Summary Compensation Table

  

65

Grants of Plan-Based Awards

  

66

Outstanding Equity Awards at Fiscal Year-End

  

67

Potential Payments Upon Termination or Change in Control

  

68

Option Exercises and Stock Vested

  

68

Director Compensation

  

69

Relationships Between Mastech and iGATE Following the Distribution

  

71

Security Ownership of Certain Beneficial Owners and Management

  

76

Material U.S. Federal Income Tax Consequences of the Distribution

  

77

Where You Can Find More Information

  

80


Table of Contents

SUMMARY

This summary highlights selected information from this information statement relating to our company, our separation from iGATE and the distribution of Mastech Holdings common stock by iGATE to its shareholders. We refer to these transactions in this information statement as the separation and distribution (and, at times, as the separation or as the distribution). For a more complete understanding of our business and the separation and distribution, you should carefully read the entire information statement.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of all the transactions referred to in this information statement in connection with the separation and distribution. Except as otherwise indicated or unless the context otherwise requires, the terms “Mastech,” “Mastech Holdings,” “we,” “us,” “our,” and “our company” refer collectively to Mastech Holdings, Inc. and its consolidated subsidiaries, and “iGATE Corporation” and “iGATE” refer collectively to iGATE Corporation and its consolidated subsidiaries. Except as otherwise indicated or unless the context otherwise requires, “share,” “stock” and “common stock” refer to the common stock, par value $0.01, of Mastech Holdings and “shareholder” refers to holders of common stock, par value $0.01, of Mastech Holdings. In our financial statements attached to this information statement, we refer to the “Mastech Group.” The Mastech Group is comprised of iGate Mastech, Inc., Global Financial Services of Nevada Inc., RPOWorldwide, Inc., and Mastech Trademark Systems, Inc., each of which is currently a subsidiary of iGATE Corporation. All of the stock of the entities that comprise the Mastech Group will be transferred to Mastech Holdings, Inc. prior to the distribution.
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