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Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on November 5, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIRTUSA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

04-3512883

(I.R.S. Employer Identification No.)

Virtusa Corporation

2000 West Park Drive

Westborough, MA 01581

(Address of Principal Executive Offices) (Zip Code)

2015 Stock Option and Incentive Plan

(Full Title of the Plan)

Kris Canekeratne

Chief Executive Officer

Virtusa Corporation

2000 West Park Drive

Westborough, MA 01581

(Name and Address of Agent for Service)

(508) 389-7300

Telephone Number, Including Area Code, of Agent For Service.

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock.

(2) An assumed price of $57.31 per share, which on October 30, 2015 was the average of the high and low prices reported on the NASDAQ Global Select Market for the Registrants common stock, is set forth solely for purposes of calculating the filing fee pursuant to Rule 457(c) and (h) and has been used only for those shares without a fixed exercise price.

This Registration Statement registers securities issuable under the Registrants 2015 Stock Option and Incentive Plan which was approved by the stockholders of the Corporation on September 1, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information .*

Item 2. Registrant Information and Employee Plan Annual Information .*

* In accordance with the rules and regulations of the Securities and Exchange Commission (the Commission ) and the Introductory Note to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference .

The following documents filed with the Commission are incorporated by reference in this Registration Statement:

(a) The Registrants Annual Report on Form 10-K for the fiscal year ended March 31, 2015, filed with the Commission on May 20, 2015 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act);

(b) The Registrants proxy statement on Schedule 14A filed pursuant to Section 14(a) of the Exchange Act on July 24, 2015;

(c) The section entitled Description of Registrants Securities to be Registered contained in the Registrants Registration Statement on Form 8-A, filed pursuant to Section 12(b) of the Exchange Act, as amended, on July 27, 2007...


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