SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INFOSYS TECHNOLOGIES LIMITED
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(Exact name of registrant as specified in its charter)
Republic of India 58-1760235
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(State of Incorporation) (I.R.S. Employer Identification No.)
Electronics City, Hosur Road, Bangalore, Karnataka, India 561 229
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(Address of principal executive offices) (ZIP Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [_]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this Form relates:
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Equity Shares, par value Rs.10 per share*
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(Title of class)
(Title of class)
* American Depositary Shares representing the Equity Shares are being registered
under the Securities Act of 1933, as amended, pursuant to a separate
Registration Statement on Form F-6 and accordingly are exempt from
registration under Section 12(g) of the Securities and Exchange Act of 1934,
as amended, pursuant to Rule 12g3-2(c) thereunder.
Information Required in Registration Statement
Item 1. Description of Registrant's Securities to be Registered
Incorporated by reference to pages 63 through 66 of the Preliminary
Prospectus contained in Registrant's Registration Statement on Form F-
1. Filed with the Securities and Exchange Commission (the
"Commission") on February 11, 1999 (the "F-1 Registration
Statement").
Item 2. Exhibits
The following exhibits are filed as part of this registration
statement:
Exhibit
Number Description of Document
3.1* Articles of Association of the Registrant, as amended.
3.2* Memorandum of Association of the Registrant, as amended.
3.3* Certificate of Incorporation of the Registrant, as
currently in effect.
4.1* Form of Deposit Agreement among the Registrant, Banker's
Trust Company, and holders 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.
* Incorporated by reference to the Exhibits of the same number to the
Registrant's F-1 Registration Statement.
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Dated: February 11, 1999 INFOSYS TECHNOLOGIES LIMITED
By: /s/ T.V. Mohandas Pai
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T.V. Mohandas Pai
Senior Vice President and Head - Finance
And Administration (Principal Financial
and Accounting Officer)
EXHIBIT INDEX
Exhibit
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Number (Description of Document)
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3.1* Articles of Association of the Registrant, as amended.
3.2* Memorandum of Association of the Registrant, as amended.
3.3* Certificate of Incorporation of the Registrant, as currently in
effect.
3.3* Form of Deposit Agreement among the Registrant, Banker's Trust
Company, and holders from time to time of American Depositary
Receipts issued thereunder (including, as anexhibit, the form of
American Depositary Receipt).
4.2* Registrant's Specimen Certificate for Equity Shares.
* Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form F-1 filed with the Commision on February 11, 1999.