**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM 10-K/A**

**(AmendmentNo. 1)**
| **x**                                           | **Annual Report pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934**      |
|-------------------------------------------------|----------------------------------------------------------------------------------------------------------|
| **For the fiscal year ended December 31, 2005** |
| **o**                                           | **Transition Report pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934.** |

 

**Forthe transition period from             to              **

**Commission File Number 000-50849**

**KANBAY INTERNATIONAL, INC.**

**(Exact Name of Registrant as Specified in its Charter)**

** **

| **Delaware**                                                                                                               |   | **36-4387594**                        |
|----------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or Other  Jurisdiction of                                                                                           |   | (I.R.S. Employer  Identification No.) |
|  Incorporation of Organization)                                                                                       |   |                                  |
|                                                                                                                       |   |                                  |
| **6400  Shafer Court, Suite 100  Rosemont, Illinois 60018  Phone: (847) 384-6100**                                         |
| (Address, including zip code, and telephone number (including area  code) of registrant’s principal executive office) |

 

**Securitiesregistered pursuant to Section 12(b) of the Act:**

**None.**

**Securitiesregistered pursuant to Section 12(g) of the Act:**

| Title of each class                       |   | Name of each  exchange on which registered |
|-------------------------------------------|--------|--------------------------------------------|
| Common Stock,  par value $0.001 per share |   | Nasdaq National  Market                    |

 

Indicate by check mark if the Registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities ActYes: o No: x

Indicate by check mark if the Registrant is not required to file reportspursuant to Section 13 or 15(d) of the ActYes: o No: x

Indicate by check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes: x No: o

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not becontained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K  o

Indicate by check mark whether the Registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o                    Acceleratedfiler  x                    Non-acceleratedfiler  o

Indicate by check mark whether the Registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).Yes: o No: x

The aggregate market value of the Registrant’s common stock held bynon-affiliates of the Registrant on June 30, 2005, based on the closingsale price of $23.11 per share on such date on the Nasdaq National Market, was$574,738,096.81.  Shares of common stockbeneficially owned by each director and executive officer and by each personwho beneficially owned 5% or more of the outstanding common stock have beenexcluded because such persons may be deemed to be affiliates of the Registrant.  This determination of affiliate status is notnecessarily a conclusive determination for other purposes.

As of March 10, 2006, the Registrant had 39,132,340 shares ofcommon stock, $0.001 par value per share, outstanding.

DocumentsIncorporated By Reference

Certain sections of the Registrant’s Notice of Annual Meeting ofStockholders and Proxy Statement for its Annual Meeting of Stockholders for theyear ended December 31, 2005 are to be filed with the Securities andExchange Commission within 120 days after the Registrant’s fiscal yearended December 31, 2005 and are incorporated by reference intoPart III of this Report.

 

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**EXPLANATORYNOTE**

This Amendment No. 1 on Form 10-K/A (this “AmendedFiling”) to our Annual Report on Form 10-K for the fiscal year ended December31, 2005, initially filed with the Securities and Exchange Commission (the “SEC”)on March 16, 2006 (the “Original Filing”), is being filed to amend and restatein its entirety Item 13 of the Original Filing In addition, this Amended Filing includes certifications from our ChiefExecutive Officer and Chief Financial Officer, as required by Sections 302 and906 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC.

**Item 13.Certain Relationships and Related Transactions.**

The information required byItem 13 is incorporated by reference from the definitive proxy statement forour 2006 Annual Meeting of Stockholders (the “2006 Proxy Statement”).  The information incorporated by referenceappears in the 2006 Proxy Statement under “Certain Transactions.”  The information set forth below amends andrestates Item 13 in its entirety and is incorporated by reference herein fromthe 2006 Proxy Statement:

KennethM. Harvey, one of our directors, is Group Chief Information Officer for HSBCHoldings plc.  As of February 14, 2005,Household Investment Funding, Inc., a subsidiary of HSBC Holdings plc, ownedapproximately 12.9% of our outstanding common stock.  On April 27, 2005, we entered into aconsulting agreement and a rate schedule with HSBC Holdings plc.  The consulting agreement and the rateschedule provide the general terms and conditions under which our variousoperating subsidiaries and affiliates deliver information technology servicesto HSBC Holdings plc and its affiliates around the world.  During 2005, our revenues from HSBC Holdingsplc and its affiliates were approximately $122.3 million, representingapproximately 53.1% of our revenues for 2005. As of December 31, 2005, our accounts receivable from HSBC Holdings plcand its affiliates were approximately $24.8 million, representing approximately48.0% of our accounts receivable.

Ourrates for the services delivered to HSBC Holdings plc and its affiliates arecalculated based on the rate schedule, which establishes the billable rates andpricing formulas to be applied under the consulting agreement.  Under the rate schedule, HSBC Holdings plchas agreed to pay us an annual management fee in the aggregate amount of$400,000 to cover the general management expenses we incur in connection withthe consulting agreement.  Other than theannual management fee, the economic terms and other provisions of ourarrangements with HSBC Holdings plc and its affiliates, including billablerates, are comparable to those prevailing with unrelated parties.

In June 2005, our Indian subsidiary, Kanbay Software(India) Private Limited, entered into a foreign exchange master agreement withthe Hongkong and Shanghai Banking Corporation Limited in India to provide aforeign exchange facility of approximately $11.1 million (500 millionrupees) to hedge our trade related foreign exchange exposure. In September2005, the Hongkong and Shanghai Banking Corporation Limited in India agreed toprovide certain letters of credit and guarantees to Kanbay Software (India)Private Limited of up to approximately $885,000 (40 million rupees) toassist in the facilitation of imports. The Hongkong and Shanghai BankingCorporation Limited is an affiliate of HSBC Holdings plc, which together withits other affiliates, made payments to us and our subsidiaries for services representingapproximately 53.1% of our gross revenues for 2005. We believe that the rates,terms and provisions contained in these agreements are comparable to those thatwe could have obtained through negotiations with an unrelated party.

In April 2006, we entered into an amendment to ourcredit agreement with certain financial institutions, as lenders, and LaSalleBank National Association, as administrative agent for such lenders. Inconnection with the amendment, HSBC Bank USA, National Association became alender and the syndication agent under the terms of the credit agreement. HSBCBank USA, National Association is an affiliate of HSBC Holdings plc, whichtogether with its other affiliates, made payments to us and our subsidiariesfor services representing approximately 53.1% of our gross revenue for 2005. Webelieve the rates, terms and provisions contained in the credit agreement, asamended, are comparable to those that we could have obtained throughnegotiations with an unrelated party.

Daryl Spencer, the brother of Raymond J. Spencer, ourChairman and Chief Executive Officer, was hired by one of our subsidiaries onJanuary 3, 2005. Daryl Spencer has an annual salary of approximately$73,000 and was granted options to purchase 3,500 shares of common stock withan exercise price of $30.23 per share in connection with his employment.

Harry C. Gambill, one of our directors, is thePresident and Chief Executive Officer of TransUnion LLC. On December 28,2004, we entered into a services agreement with TransUnion, pursuant to whichTransUnion made payments to us totaling approximately $1,546,401 for certainconsulting services provided in 2005. We believe the rates, terms andprovisions contained in the services agreement are comparable to those that wecould have obtained through negotiations with other third parties.

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**SIGNATURES**

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this Amendment No. 1 to annual report to be signed on its behalf by theundersigned thereunto duly authorized.
| Date: September 22, 2006 | KANBAY  INTERNATIONAL, INC. |
|--------------------------|-----------------------------|
|                     |                        |   |
|                     |                        |   |
|                     |                        |   |
|                     | By:                         |  /s/ Raymond  J. Spencer |
|                     |                        | Raymond J.  Spencer |
|                     |                        | Chairman of the  Board and Chief Executive Officer |
|                     |                        |   |

 

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**EXHIBITINDEX**

 
| Number | ** ** | **Description**                                                                                           | ** ** | ** ** |
|--------|------------|-----------------------------------------------------------------------------------------------------------|------------|------------|
|   |       |                                                                                                      |       |       |
| 31.1   |       | Certification of Chief Executive Officer pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002. |       |       |
|   |       |                                                                                                      |       |       |
| 31.2   |       | Certification of Chief Financial Officer pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002. |       |       |
|   |       |                                                                                                      |       |       |
| 32.1   |       | Certification of Chief Executive Officer pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.      |       |       |
|   |       |                                                                                                      |       |       |
| 32.2   |       | Certification of Chief Financial Officer pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.      |       |       |
|   |       |                                                                                                      |       |       |
|   |       |                                                                                                      |       |       |
|   |       |                                                                                                      |       |       |

 

 

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