As filed with the Securities and Exchange Commission on July 31, 2000.
Registration No. 333-11984
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SILVERLINE TECHNOLOGIES LIMITED
(Exact Name of Registrant as specified in its charter)
REPUBLIC OF INDIA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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, Inc. Stock Option Plan
(Full title of plan)
Shiva Vohra Copy to:
Silverline Technologies, Inc. Scott M. Freeman
Silverline Corporate Plaza Sidley & Austin
53 Knightsbridge Road 875 Third Avenue
Piscataway, NJ 08854 New York, NY 10022
(732) 457-0200 (212) 906-2000
(Name, Address including ZIP Code, and
telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Amount to Proposed Maximum Proposed Maximum
Title of Securities be Offering Price Aggregate Offering Amount of
to be Registered Registered/1/ Per Share/2/ Price Registration Fee
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Equity Shares, par value Rs. 10
per share, to be issued under the
Silverline Technologies, Inc. 1,000,000 $17.15 $17,150,000 $4,527.60
Stock Option Plan shares
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/1/ American Depositary Shares, each representing two Equity Shares, issuable
upon deposit of Equity Shares, have been registered on a separate
Registration Statement on Form F-6 (File No. 333-12000).
/2/ Estimated for options available for grant as of July 28, 2000 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 July 28, 2000.
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 accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part 1
of 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 by
reference in this Registration Statement:
1. The Company's Registration Statement on Form F-1 (File No. 333-11984)
as amended (the "F-1 Registration Statement"), 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, each
representing the right to receive two Equity Shares, contained in the
Registrant'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.
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 "Incorporated
Documents").
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, to
the extent permitted by applicable law, against certain liabilities,
including liabilities under the Securities Act.
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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 the
Beneficial Owners from time to time of American Depositary Receipts
issued thereunder (including as an exhibit, the form of American
Depositary 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 F-1 Registration Statement.
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference herein shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed 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.
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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 Town of Piscataway, State of New Jersey, on July 31, 2000.
Silverline Technologies Limited
By: /s/ Shiva Vohra
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Shiva Vohra
Senior Vice President, Corporate Finance
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.
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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
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Ravi Subramanian Chairman of the Board of Directors July 31, 2000
/s/ Krishna K. Subramanian
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Krishna K. Subramanian Vice Chairman of the Board of Directors and July 31, 2000
Executive for International Initiatives
/s/ Shankar Iyer
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Shankar Iyer President and Chief Executive Officer (Principal July 31, 2000
Executive Officer) and Director
/s/ Venkatachalam K. Murthy
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Venkatachalam K. Murthy Senior Vice President and Chief Financial Officer July 31, 2000
(Principal Accounting Officer)
/s/ Arjan R. Daswani
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Arjan R. Daswani Director July 31, 2000
/s/ S.V. Mony
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S.V. Mony Director July 31, 2000
/s/ P. Murari
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P. Murari Director July 31, 2000
/s/ Vaidyanathan Panchapakesan
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Vaidyanathan Panchapakesan Director July 31, 2000
/s/ K. Mohan Subramanian
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K. Mohan Subramanian Wholetime Director July 31, 2000
/s/ George Zoffinger
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George Zoffinger Director July 31, 2000
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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 Receipts
issued thereunder (including as an exhibit, the form of American
Depositary 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 the
Commission on June 19, 2000.
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