MASTECH CORP
8-K, 2000-03-09
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549

                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934

        Date of Report (date of earliest event reported): March 7, 2000

                           iGATE CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                  000-21755                  25-1802235
  (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

            1004 McKee Road                                          15071
         Oakdale, Pennsylvania                                     (Zip Code)
(Address of principal executive offices)


      Registrant's telephone number, including area code: (412) 787-2100


                              Mastech Corporation
          (former name or former address, if changed since last year)


<PAGE>

Item 5. Other Events
- --------------------

On March 7, 2000, the Company issued a press release announcing its
transformation into iGate Capital Corporation. Mastech Corporation will hereby
be known as iGate Capital Corporation and its NASDAQ ticker will change from
"MAST" to "IGTE". A copy of this press release is attached as Exhibit 99.1.

Item 7c. Exhibits
- -----------------

99.1 News release dated March 7, 2000 regarding formation of iGATE Capital
Corporation.
<PAGE>

SIGNATURES
- ----------

 Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    iGATE CAPITAL CORPORATION

DATE: March 7, 2000                       By: /s/ Bruce E. Haney
                                          ----------------------
                                          Chief Financial Officer
<PAGE>

Exhibit Number                  Description
- --------------                  -----------
99.1                            News release dated March 7, 2000 announcing the
                                transformation into iGATE Capital Corporation.

<PAGE>

Exhibit 99.1
- ------------

         Mastech Announces Formation of iGATE Capital Corporation: The
     Internet-centric Holding Company Focused Solely on eServices Markets

    Owns Significant Equity Positions in Nine eServices Operating Companies

PITTSBURGH, PA, March 7, 2000--Mastech Corporation, a leading provider of IT
services to clients on five continents, with 1999 revenues of $470 Million,
today announced its transformation into iGATE Capital Corporation, iGATE's
mission is to create, acquire and build leading eServices companies around the
world.

iGATE has nine operating subsidiaries, each of which is focused on a high-growth
segment of the eServices market. These companies, which today include five
high-value units of Mastech and four new companies, will leverage Mastech's
existing expertise within eServices, and will collaborate to create new growth
opportunities in the eServices marketplace. In addition, a new $75 million
venture fund, iGATE Ventures, has been established within iGATE to identify new
eServices opportunities for investment. No financial transactions are associated
with the formation of iGATE. Mastech's NASDAQ symbol MAST will be replaced by
the new symbol IGTE beginning on March 7, 2000.

The overall eServices market is expected to experience dramatic growth, from
approximately $13 Billion in 1999 to almost $80 Billion by 2003, according to
IDC. Businesses all over the world require eServices to capitalize on the power
of the Internet to improve efficiency, streamline complex processes, lower costs
and create new markets.

"The eCommerce revolution is driving eServices to the top of the technology
value chain," said Sunil Wadhwani, CEO of iGATE Capital. "Within this large
eServices market, there are numerous niches that are in their early stages, and
experiencing rapid growth. These are fragmented markets, with no dominant
players. We believe the winners will be eServices companies that are focused on
specific market segments, with deep management and technology resources.

"Mastech has a proven track record in creating new eServices businesses and
delivering real value to our clients," continued Wadhwani. "Our new structure
will enable us to leverage our core strengths, and give us the ability to
acquire and build additional companies in order to penetrate emerging eServices
markets quickly and with strategic focus. Our goal is to make iGATE the leading
global operator in eServices companies. We feel that we are well-positioned to
exploit the extraordinary opportunities in the exploding eServices market around
the world."

"We've created iGATE Capital because the Internet revolution is only beginning,"
said  Ashok Trivedi, iGATE Capital's president. "In just a few years, Web-based
business models and their core technologies have gone from being prototypes in
the world's most advanced organizations to being necessities for every business,
everywhere. But without eServices, many businesses simply cannot capitalize on
the power of the Web. That's why the growth opportunities are so enormous."

iGATE's holdings include:

<TABLE>
<CAPTION>
                                   Market
                                   ------
<S>                                <C>
Emplifi                            Enterprise Web Integration
Mascot Systems Ltd.                Web-Focused Offshore Services
Enterprise Network Solutions       Network Consulting
eJiva                              Customer Care Solutions/Internet Trading Solutions
Symphoni                           Web Marketing Solutions
IRG, Inc.                          Business Intelligence/Information Data Management
iGATE Europe                       Web Integration Services for the European Market
</TABLE>
<PAGE>

<TABLE>
<S>                            <C>
iProcess                       Web-based Business Process Outsourcing (offshore)
Extranet                       e-Vendor Management
</TABLE>

Each of the operating companies have an experienced senior management team in
place. According to iGATE Chief Financial Officer Bruce Haney, iGATE's
operating companies are built to offer the agility of "pure-plays," with the
resources and expertise of a global IT consulting firm. "In our case,
stockholders are getting the best of both worlds," Haney said. "They are highly
focused companies that can quickly respond to changes in their market segments.
At the same time, they can leverage the client base and global resources of the
iGATE group to scale up more rapidly than they could on their own. These
two attributes lead to high-quality, rapidly scalable organizations."

iGATE's commitment to building entities with a single market focus also
addresses an emerging market trend -- a more discerning customer. According to
Morgan Chung, IGATE's Managing Director for Marketing, today's eServices clients
better understand their own needs and the requirements for winning eBusiness
initiatives. Customers are now more capable of making highly qualitative
distinctions among service providers.

"We are laying the groundwork for our companies to achieve `best-of-breed'
status by delivering unique solutions and depth of expertise in a subset of
services and industries," Chung said.

"We are working on several exciting new eServices opportunities in emerging
areas like wireless, Open Source management, and localization services for
Internet applications," Wadhwani added. "Our goal is to double the number of
iGATE operating companies by the end of this year."

About iGATE Capital
iGATE Capital (NASDAQ: IGTE) creates, acquires and builds leading eServices
companies in existing and emerging segments within the market. iGATE companies
provide enterprise Web integration, network consulting, Customer Care and
Internet Trading Solutions, Web-based Business Process Outsourcing Web-focused
offshore services and eVendor Management to clients around the world. iGATE
Capital has offices in New York, Atlanta and Pittsburgh. For more information,
please click on www.igatecapital.com or call 1-887-410-GATE.
                --------------------

================================================================================

Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. The Company's actual results may differ materially from the
results anticipated in these forward-looking statements as a result of certain
factors set forth under Risk Factors and elsewhere in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
31, 1999.


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