As filed with the Securities and Commission on June 14, 2000
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 8-A
REGISTRATION STATEMENT FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Silverline Technologies Limited
-------------------------------
(Exact name of Registrant as specified in its charter)
Republic of India Not Applicable
----------------- --------------
(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)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange to which
to be so registered each class is to be registered
- ------------------- ------------------------------
American Depositary Shares, each New York Stock Exchange
representing 2 Equity Shares, par value
Rs. 10 per share
Equity Shares, par value Rs. 10 per share, each New York Stock Exchange*
represented by 0.5. American Depositary Shares
________________________
* Application is made for listing, but only in connection with the registration
of American Depositary Shares pursuant to the requirements of the New York
Stock Exchange.
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), please check the following box. [X]
Securities Act registration statement file number to which this form
relates: 333-11984
-----------------------
(If applicable)
Securities to be registered pursuant to Section 12(g) of the Act.
None
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), please check the following box. [_]
==============================================================================
Item 1. Description of Registrant's Securities to be Registered
- ------- -------------------------------------------------------
The description of the securities to be registered that appears
under the captions "Description of Our Equity Shares" and "Description of
American Depositary Shares" in the prospectus included in the Registrant's
Registration Statement on Form F-1 (No. 333-11984), as amended, under the
Securities Act of 1933, is hereby incorporated by reference in answer to this
item.
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
amended.
4.1* Form of Deposit Agreement among the Registrant,
Morgan Guaranty Trust Company of New York, 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 Registration Statement on Form F-1 (No. 333-11984).
2
SIGNATURES
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, thereunto duly authorized.
SILVERLINE TECHNOLOGIES LIMITED
By: /s/ Shiva Vohra
----------------------------
Name: Shiva Vohra
Title: Senior Vice President, Corporate
Finance
Dated: June 14, 2000
3