UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2000 SILVERLINE TECHNOLOGIES LIMITED (Exact name of registrant as specified in its charter) Not Applicable (Translation of registrant's name into English) Republic of India (Jurisdiction of incorporation or organization) Unit 121, SDF IV SEEPZ, Andheri (East) Mumbai (Bombay) 400096 India (91) 22-829-1950 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20F X Form 40 F ----- ------ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ------ ------ If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b). Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunder duly organized. Date: August 11, 2000 SILVERLINE TECHNOLOGIES LIMITED By: /s/ Shankar Iyer ----------------------------- Name: Shankar Iyer Title: CEO/President SILVERLINE TECHNOLOGIES LTD REGD OFFICE : 1405 MAKER CHAMBER V, NARIMAN POINT, MUMBAI 400 021 Unaudited Financial Results (Provisional) for the quarter ended June 30, 2000 (Rs. in Lakhs) (Audited) 3 Months Ended 3 Months ended Year ended June 30, 2000 June 30, 1999 31-03-2000 - ----------------------------------------------------------------------------------------------------------------------- 1 Net Sales 6,496.55 4,073.61 19,528.23 2 Other Income 133.54 109.08 418.72 3 TOTAL INCOME 6,630.09 4,182.69 19,946.95 4 Staff cost 624.55 437.470 2,023.94 5 Software development expenses (Overseas) 2,701.17 1,674.190 8,022.33 6 Other expenditure 521.13 395.951 1,898.64 7 Total expenditure 3,846.85 2,507.61 11,944.91 8 OPERATING PROFITS (PBDIT) 2,783.24 1,675.08 8,002.04 9 Finance charges 23.48 55.390 148.22 10 Depreciation 240.09 198.495 798.79 11 PROFIT BEFORE TAX 2,519.67 1,421.19 7,055.03 12 Provision for tax - - 1.00 13 PROFIT AFTER TAX BEFORE EXTRAORDINARY ITEMS 2,519.67 1,421.19 7,054.03 14 Extraordinary items - - (38.41) 15 NET PROFIT AFTER TAX AND EXTRAORDINARY ITEMS 2,519.67 1,421.19 7,015.62 16 Paid-up equity share capital 7,350.00 6,000.000 6,450.00 17 Reserves excluding revaluation reserves 39,012.59 18 Earnings per share (EPS) in Rs .- Basic 4.01 3.45 11.90 - Diluted 3.88 3.45 10.45 - ----------------------------------------------------------------------------------------------------------------------- Notes : 1. The above results have been approved and taken on record by the Board of Directors at their meeting held on 17th July, 2000. 2. Other income /(expenses) includes income of Rs. 10,02,375 due to exchange differences on translation of foreign currency deposits maintained abroad, which may be non-recurring. 3. In terms of the approval granted by the members at the Extra-Ordinary General Meeting held on January 12, 2000, the company issued 4,350,000 American Depositary Shares ( ADSs). Each ADS represents the right to receive two equity shares of the company. The ADS were listed for trading on the New York Stock Exchange, U.S.A. (NYSE) on 20th June, 2000. From this issue, the company raised US $ 101,137,500 ( net of underwriting commission of US $ 7,612,500). Consequently the company's paid up capital and share premium have increased by Rs. 87,000,000 and Rs. 4,770,862,500 respectively. 4. In terms of the approval granted by the members at the Extra-Ordinary General Meeting held on March 21,2000, the company issued 1,000,000 Stock Options to the employees of the company and employees of its subsidiaries, under an ADR linked stock option plan. All options under the plan will be exercisable for ADSs represented by ADRs. 5. Basic & Diluted Earnings per shares (EPS) have been calculated on profit after tax but before extraordinary items. ON BEHALF OF THE BOARD OF DIRECTORS FOR SILVERLINE TECHNOLOGIES LTD. Place : Mumbai. RAVI SUBRAMANIAN Date : 17th July, 2000. CHAIRMAN SILVERLINE TECHNOLOGIES LTD REGD OFFICE : 1405 MAKER CHAMBER V, NARIMAN POINT, MUMBAI 400 021 CONSOLIDATED INCOME STATEMENT (UNAUDITED) AS PER U.S. GAAP FOR THE 2ND QUARTER ENDED JUNE 30, 2000. (In U.S. $) Particulars Quarter ended Quarter ended Half Year ended Half Year ended Fiscal Audited June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 December 31,1999 - ----------------------------------------------------------------------------------------------------------------------------------- Sales 32,883,229 18,320,684 63,881,387 35,317,479 87,576,908 Cost of goods sold 17,455,788 10,188,545 33,568,156 19,281,685 49,445,513 ---------- ---------- ---------- ---------- ---------- GROSS PROFIT 15,427,441 8,132,139 30,313,231 16,035,794 38,131,395 ---------- ---------- ---------- ---------- ---------- Operating expenses : Selling, general and administrative expenses 5,596,451 2,991,649 11,284,604 5,555,908 13,140,710 Deferred stock compensation amortization 861,640 - 1,723,280 - 532,065 Depreciation and amortization 1,199,105 1,080,322 2,138,567 2,002,155 4,095,227 ---------- ---------- ---------- ---------- ---------- TOTAL OPERATING EXPENSES 7,657,196 4,071,971 15,146,451 7,558,063 17,768,002 ---------- ---------- ---------- ---------- ---------- OPERATING INCOME 7,770,245 4,060,168 15,166,780 8,477,731 20,363,393 ---------- ---------- ---------- ---------- ---------- Other income/(expenses), net (370,423) (216,732) (654,178) (760,819) (1,379,763) ---------- ---------- ---------- ---------- ---------- INCOME BEFORE INCOME TAXES 7,399,822 3,843,436 14,512,602 7,716,912 18,983,630 Provisions for income taxes 1,100,424 549,698 2,330,417 1,147,759 2,808,449 ---------- ---------- ---------- ---------- ---------- INCOME BEFORE EXTRAORDINARY ITEMS 6,299,398 3,293,738 12,182,185 6,569,153 16,175,181 EXTRAORDINARY ITEMS (NET OF TAXES) - - - 374,624 374,624 ---------- ---------- ---------- ---------- ---------- NET INCOME 6,299,398 3,293,738 12,182,185 6,194,529 15,800,557 ========== ========== ========== ========== ========== No. of shares outstanding -Basic (weighted) 62,519,178 41,212,166 62,519,178 41,212,166 57,149,990 No. of shares outstanding -Diluted 75,191,782 60,000,000 75,191,782 60,000,000 65,596,505 Basic EPS - U.S. $ 0.10 0.08 0.19 0.15 0.28 Diluted EPS- U.S. $ 0.08 0.05 0.16 0.10 0.24 Notes : 1. The above results have been taken on record by the Board at its meeting held on July 17, 2000. 2. Other income /(expenses) includes income of U.S. $ 22,424 due to exchange differences on translation of foreign currency deposits maintained abroad. 3. In terms of the approval granted by the shareholders at the extra- ordinary general meeting held on January 12, 2000, the company issued 4,350,000 American Depository Shares (ADS) at a price of U.S. $ 25 per ADS. Each ADS represents two underlying equity shares of the company. The ADSs were listed for trading on the New York Stock Exchange, USA, on June 20, 2000. From this issue, the company raised U.S. $ 101,137,500 (Net of underwriting commission U.S. $ 7,612,500). Consequently, the company's paid-up capital and share premium have increased by US $ 1,944,134 and US $ 106,805,866 respectively. 4. Concurrent to the ADS issue of June 20, 2000 and in terms of the approval granted by the members at the extra-ordinary general meeting held on March 21, 2000, the company has issued 1,000,000 ADR-linked Stock Options to the employees of the company and employees of its subsidiaries, under an ADR linked stock option plan. All options under the plan will be exercisable for ADSs. Each ADS represents two underlying equity shares of the company. 5. The Board of Directors at their meeting held on April 24, 2000, co- opted Mr. P. Murari and George R. Zoffinger as additional directors of the company. They will hold office upto the date of the next annual general meeting when, their appointment as directors will be placed for the approval of the members. 6. Basic and Diluted Earnings per share (EPS) have been calculated on profit after tax but before extraordinary items. ON BEHALF OF THE BOARD OF DIRECTORS FOR SILVERLINE TECHNOLOGIES LTD. Place : Mumbai. RAVI SUBRAMANIAN Date : July 17, 2000. CHAIRMAN