As filed with the Securities and Exchange Commission on March 8, 2001.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SILVERLINE TECHNOLOGIES LIMITED
(Exact Name of Registrant as specified in its charter)
| REPUBLIC OF INDIA | NOT APPLICABLE |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Silverline Technologies Limited
Unit 121, SDF IV,
SEEPZ, Andheri (East)
Mumbai (Bombay) 400096
India
91-22-829-1950
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
Silverline Technologies Limited Stock Option Plan II
(Full title of plan)
| Shiva Vohra | Copy to: |
| Silverline Technologies, Inc. | Rajiv Khanna |
| Silverline Corporate Plaza | Greenberg Traurig, LLP |
| 53 Knightsbridge Road | 200 Park Avenue |
| Piscataway, NJ 08854 | New York, NY 10166 |
| (732) 457-0200 | (212) 801-9268 |
| (Name, Address including ZIP Code, and telephone number, including area code, of agent for service) | |
| CALCULATION OF REGISTRATION FEE | ||||
|---|---|---|---|---|
| Title of Securities to be Registered | Amount to be Registered/1/ | Proposed Maximum Offering Price Per Share/2/ | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Equity Shares, par value Rs. 10 per share, to be issued under the Silverline Technologies, Inc. Stock Option Plan II | 6,000,000 shares | $3.07 | $18,420,000 | $4,605 |
| /1/ | American Depositary Shares, each representing two Equity Shares, issuableupon deposit of Equity Shares, have been registered on a separateRegistration Statement on Form F-6 (File No. 333-12000). |
| /2/ | Estimated for options available for grant as of March 6, 2001 in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee, based on the average of the high and low prices per share of the American Depositary Shares representing the Equity Shares as reported on the New York Stock Exchange, Inc. on March 6, 2001. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| ITEM 1. | PLAN INFORMATION.* |
| ITEM 2. | REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* |
| * | Information required by Part I to be contained in the Section 10(a)prospectus is omitted from this Registration Statement in accordancewith Rule 428 under the Securities Act of 1933 and the Note to Part 1of Form S-8. |
| PART II | |
| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | |
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
| The following documents filed with the Commission are incorporated byreference in this Registration Statement: | |
| 1. | The Company's Registration Statement on Form F-1 (File No. 333-11984),as amended, filed by the Registrant pursuant to the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company's initial public offering of its American Depositary Shares representing two Equity Shares. |
| 2. | The description of the Registrant's American Depositary Shares, eachrepresenting the right to receive two Equity Shares, contained in theRegistrant's Registration Statement on Form 8-A (File No. 001-15919) filed by the Registrant pursuant to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. |
| 3. | The Company's Registration Statement on Form F-4 (File No. 333-52724), as amended, filed by the Registrant pursuant to the Securities Act. |
| 4. | The Company's Report on Form 6-K filed with the Commission on February 23, 2001 pursuant to the Securities Exchange Act. |
| All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents (such documents, and the documents enumerated in clauses (1) and (2) above, being hereinafter referred to as "IncorporatedDocuments"). | |
| Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed Incorporated Document modifies or supersedes such first statement. Any such statement so modified or superseded shall not be deemed, except as so modified or | |
| superseded, to constitute a part of this Registration Statement. | |||
| ITEM 4. | DESCRIPTION OF SECURITIES. | ||
| Not applicable. | |||
| ITEM 5. | INTEREST OF NAMED EXPERTS AND COUNSEL. | ||
| Not applicable. | |||
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. | ||
The Company has undertaken to indemnify its directors and officers, tothe extent permitted by applicable law, against certain liabilities, including liabilities under the Securities Act. | |||
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. | ||
| Not applicable. | |||
| ITEM 8. | EXHIBITS. | ||
| The following exhibits are filed herewith: | |||
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | ||
| 4.1* | Form of Depositary Agreement among the Registrant, Depositary, and theBeneficial Owners from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of AmericanDepositary Receipt) | ||
| 4.2* | Registrant's Specimen Certificate for Equity Shares | ||
| 5.1 | Opinion of Nishith Desai Associates | ||
| 23.1 | Consent of Deloitte Haskins and Sells, India (a member firm of Deloitte Touche Tohmatsu), Independent Auditors | ||
| 23.2 | Consent of Nishith Desai Associates (see Exhibit 5.1) | ||
| 24.1 | Powers of Attorney. Reference is made to page II-4. | ||
| * | Incorporated by reference to the Company's Registration Statement on Form F-1 (File No. 333-11984). | ||
| ITEM 9. | UNDERTAKINGS. | ||
| A. | The undersigned Registrant hereby undertakes: | ||
| (1) | To file, during any period in which offers or sales are beingmade, a post-effective amendment to this registrationstatement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to suchinformation in this Registration Statement; | ||
(2)
| That, for the purpose of determining any liability under theSecurities Act, each such post-effective amendment shall bedeemed to be a new registration statement relating to thesecurities offered therein, and the offering of such | ||
| securities at that time shall be deemed to be the initial bonafide offering thereof; and | ||
| (3) | To remove from registration by means of a post-effectiveamendment any of the securities being registered which remainunsold at the termination of the offering. | |
| B. | The undersigned Registrant hereby undertakes that, for purposes ofdetermining any liability under the Securities Act, each filing of theRegistrant's annual report pursuant to Section 13(a) or 15(d) of theExchange Act that is incorporated by reference herein shall be deemedto be a new registration statement relating to the securities offeredtherein, and the offering of such securities at that time shall bedeemed to be the initial bona fide offering thereof. | |
| C. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. | |
| SIGNATURE S | |||
| 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 Town of Piscataway, State of New Jersey, on March 7, 2001. | |||
| Silverline Technologies Limited | |||
| By: | /s/ Shiva Vohra | ||
| Shiva Vohra | |||
| Senior Vice President, Corporate Finance | |||
| Authorized Representative in the United States | |||
| POWER OF ATTORNEY AND SIGNATURES | |||
| KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Ravi Subramanian, Mr. Shankar Iyer and Mr. Shiva Vohra, and each of them (with full power of each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the U. S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. | |||
| Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. | |||
| SIGNATURE | TITLE | DATE | |
| /s/ Ravi Subramanian Ravi Subramanian | Chairman of the Board of Directors | March 7, 2001 | |
| /s/ Krishna K. Subramanian Krishna K. Subramanian | Vice Chairman of the Board of Directors and Executive for International Initiatives | March 7, 2001 | |
| /s/ Shankar Iyer Shankar Iyer | President and Chief Executive Officer (Principal Executive Officer) and Director | March 7, 2001 | |
| /s/ Venkatachalam K. Murthy Venkatachalam K. Murthy | Senior Vice President and Chief Financial Officer (Principal Accounting Officer) | March 7, 2001 | |
| /s/ Arjan R. Daswani Arjan R. Daswani | Director | March 7, 2001 | |
| /s/ S.V. Mony S.V. Mony | Director | March 7, 2001 | |
| /s/ P. Murari P. Murari | Director | March 7, 2001 | |
| /s/ Vaidyanathan Panchapakesan Vaidyanathan Panchapakesan | Director | March 7, 2001 | |
| /s/ K. Mohan Subramanian K. Mohan Subramanian | Wholetime Director | March 7, 2001 | |
| /s/ George Zoffinger George Zoffinger | Director | March 7, 2001 | |
INDEX TO EXHIBITS
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | ||
| 4.1* | Form of Depositary Agreement among the Registrant, Depositary, and the Beneficial Owners from time to time of American Depositary Receiptsissued thereunder (including as an exhibit, the form of AmericanDepositary Receipt) | ||
| 4.2* | Registrant's Specimen Certificate for Equity Shares | ||
| 5.1 | Opinion of Nishith Desai Associates | ||
| 23.1 | Consent of Deloitte Haskins and Sells, India (a member firm of Deloitte Touche Tohmatsu), Independent Auditors | ||
| 23.2 | Consent of Nishith Desai Associates (see Exhibit 5.1) | ||
| 24.1 | Powers of Attorney. Reference is made to page II-4 | ||
| * | Incorporated by reference to the Registrant's Registration Statement on Form F-1 (File No. 333-11984) which was declared effective by theCommission on June 19, 2000. | ||
