UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rediff.com India Limited
(Exact name of Registrant as specified in its charter)
Republic of India
(State or other jurisdiction of incorporation or organization)
Not Applicable
(I.R.S. Employer Identification No.)
1st Floor, Mahalaxmi Engineering Estate, L.J. First Cross Road, Mahim (West),
Mumbai 400 016 India
(Address of Principal Executive Offices)
ADR Linked Employee Stock Option Plan-2004
(Full Title of the Plan)
India Abroad Publications, Inc.
1501 Broadway, 12th Floor
New York, NY 10036
(Name and Address of Agent For Service)
Rajeev Bhambri
(646) 432-6006
(Telephone Number, including area code, of Agent For Service)
Copies to:
Eitan Tabak, Esq.
Morrison Cohen LLP
909 Third Avenue
New York, New York 10022
(212) 735-8600
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Explanatory Note
Rediff.com India Limited (“Rediff”) registered 716,000 of its equity shares for issuance under the ADR Linked Employee Stock Option Plan-2004 (the “Plan”), pursuant to Registration Statement on Form S-8 (File No. 333-121773) filed with the Securities and Exchange Commission (“SEC”) on December 30, 2004. This Post-Effective Amendment No. 1 is being filed to deregister all of the equity shares of Rediff reserved for issuance under the Plan that have not yet been issued.
Accordingly, Rediff hereby withdraws from registration under the Registration Statement on Form S-8 all of the equity shares that have not been and will not be issued under the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mumbai, Republic of India, on May 17, 2016.
| Rediff.com India Limited | ||
| /s/ Ajit Balakrishnan | ||
| Ajit Balakrishnan | ||
| Chairman of the Board, Managing Director | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated:
| Signature | Title | Date | ||
| /s/ Ajit Balakrishnan | Chairman of the Board, Managing | May 17, 2016 | ||
| Ajit Balakrishnan | Director (principal executive officer) | |||
| /s/ Swasti Bhowmick | Chief Financial Officer | May 17, 2016 | ||
| Swasti Bhowmick | (principal financial and accounting officer) | |||
| /s/ Diwan Arun Nanda | Director | May 17, 2016 | ||
| Diwan Arun Nanda | ||||
| /s/ Ashok Narasimhan | Director | May 17, 2016 | ||
| Ashok Narasimhan | ||||
| /s/ Sridar Iyengar | Director | May 17, 2016 | ||
| Sridar Iyengar | ||||
| /s/ M Madhavan Nambiar | Director | May 17, 2016 | ||
| M. Madhavan Nambiar | ||||
| Authorized Representative | May 17, 2016 | |||
| in the U.S. | ||||
| /s/ Rajeev Bhambri | ||||
| Rajeev Bhambri |
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