As filed with the Securities and Exchange Commission on December 22, 2003
Registration No. 333-
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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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REDIFF.COM INDIA LIMITED
(Exact Name of Registrant as Specified in Its Charter)
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Republic of India Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Mahalaxmi Engineering Estate
L.J. Road No. 1, Mahim (West)
Mumbai 400 016
Republic of India
(Address of Principal Executive Offices)
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2002 ADR LINKED Stock Option Plan
(Full Title of the Plan)
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India Abroad Publications, Inc.
43 West 24th Street
New York, New York 10010
Attention: President
(Name and Address of Agent For Service)
(646) 432-6029
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Perry Pappas Esq.
Orrick, Herrington & Sutcliffe LLP
666 Fifth Avenue
New York, New York 10103
(212) 506-5000 (Phone) (212) 506-5151 (Fax)
CALCULATION OF REGISTRATION FEE
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Amount Proposed Proposed Amount of
Title of Securities To Be Registered To Be Maximum Offering Maximum Aggregate Registration
Registered(1) Price Per Share Offering Price Fee
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Equity shares, par value Rs 5 per 560,000 $5.02(2) $2,811,200(2) $250
share, represented by 2 ADS
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(1) This registration statement covers the aggregate number of equity shares
which may be sold upon the exercise of options which have been granted and may
be granted under the 2002 ADR Linked Stock Option Plan (the "Plan"). Pursuant to
Rule 416, this registration statement shall also be deemed to cover an
indeterminate number of additional equity shares in the event the number of
outstanding shares is increased by stock split, stock dividend and/or similar
transactions.
(2) Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the
purpose of calculating the registration fee of shares available for future
awards under the plan, based on the average high and low sales price of the
American Depositary Shares on The Nasdaq SmallCap Market as of December 17, 2003
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan 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, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
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, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Rediff.com India Limited (the
"Registrant") with the Commission are hereby incorporated by reference
in this Registration Statement:
1. The Registrant's Annual Report on Form 20-F for the fiscal
year ended March 31, 2003 (File No. 000-30735), filed with the
Commission on September 19, 2003;
2. The Registrant's Report of Foreign Issuer on Form 6-K (File
No. 000-30735) filed with the Commission on October 10, 2003;
3. The Registrant's Report of Foreign Issuer on Form 6-K (File
No. 000-30735) filed with the Commission on November 12, 2003; and
4. The description of the Registrant's American Depository Shares
representing Equity Shares contained in the Registrant's Registration
Statement on Form 8-A (File No. 000-30735), filed with the Commission
pursuant to Section 12(g) of the Exchange Act on May 31, 2000,
including any subsequent amendment or report filed for the purpose of
updating that description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to
the extent that statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The Registrant will provide, without charge to each person,
including any beneficial owner, to whom this document is delivered,
upon written or oral request of such person, a copy of any or all of
the documents incorporated herein by reference (other than exhibits,
unless such exhibits specifically are incorporated by reference into
such documents or this document). Requests for such documents should
be submitted in writing, addressed to the Registrant's Head of
Investor Relations and Corporate Communications, Rediff.com India
Limited, Mahalaxmi Engineering Estate, L.J. Road No. 1, Mahim (West)
Mumbai 400 016, Republic of India.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests 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. The Company has
entered into indemnification agreements with its directors and
officers which, among other things, indemnify such persons for certain
expenses (including attorney's fees), judgments, fines and settlement
amounts incurred by any such person in any action or proceeding,
including any action by or in the right of the Company, arising out of
such person's services as a director or officer of the Company.
The Registrant has obtained directors' and officers' insurance
providing indemnification for certain of the Registrant's directors,
officers and employees for certain liabilities.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
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5.1 Opinion of Sejal Jaradi, Esq.
10.1 2002 ADR Linked Stock Option Plan*
23.1 Consent of Sejal Jaradi, Esq. (included in opinion filed
as Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte Haskins & Sells
24 Powers of Attorney (included on the signature page hereto)
* Incorporated by reference to Exhibit 10.1 of the Registrant's Annual Report on
Form 20-F for the fiscal year ended March 31, 2003 (File No. 000-30735), filed
with the Commission on September 19, 2003.
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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the dollar value of securities
offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set for the in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii)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 the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or provided to the Commission by GHS pursuant to
Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference 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.
(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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement 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 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.
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 City of Mumbai, Country of India, on the 22nd day of
December, 2003.
REDIFF.COM INDIA LIMITED
By: /s/ Joy Basu
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Name: Joy Basu
Title: Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ajit Balakrishnan and Joy Basu his or her
true and lawful agent, proxy and attorney-in-fact, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to (i) act on, sign and file with the Securities and
Exchange Commission any and all amendments (including post-effective amendments)
to this registration statement together with all schedules and exhibits
thereto,(ii) act on, sign and file with the Securities and Exchange Commission
any registration statement relating to this Offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, (iii) act on, sign and file with the Securities and Exchange Commission
any exhibits to such registration statement or pre-effective or post-effective
amendments, (iv) act on, sign and file such certificates, instruments,
agreements and other documents as may be necessary or appropriate in connection
there with, (v) act on and file any supplement to any prospectus included in
this registration statement or any such amendment and (vi) take any and all
actions which may be necessary or appropriate in connection therewith, granting
unto such agents, proxies and attorneys-in-fact, and each of them, full power
and authority to do and perform each and every act and thing necessary or
appropriate to be done (including any prospectus included in this registration
statement), as fully for all intents and purposes as he or she might or could do
in person, hereby approving, ratifying and confirming all that such agents,
proxies and attorneys-in-fact, any of them or any of his, her or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title of Capacities Date
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/s/ Ajit Balakrishnan Chairman and Managing Director December 22, 2003
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Ajit Balakrishnan
/s/ Joy Basu Chief Financial Officer December 22, 2003
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Joy Basu
/s/ Diwan Arun Nanda Director December 22, 2003
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Diwan Arun Nanda
/s/ Sunil N. Phatarphekar Director December 22, 2003
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Sunil N. Phatarphekar
/s/ Abhay Havaldar Director December 22, 2003
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Abhay Havaldar
/s/ Pulak Prasad Director December 22, 2003
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Pulak Prasad
Director December 22, 2003
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Ashok Narasimhan
Signature Title of Capacities Date
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/s/ Rhajeev Bhambri Authorized U.S. Representative December 22, 2003
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Rhajeev Bhambri
EXHIBIT INDEX
Exhibit
Number Name
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5.1 Opinion of Sejal Jaradi, Esq.
10.1 2002 ADR Linked Stock Option Plan*
23.1 Consent of Sejal Jaradi, Esq. (included in opinion
filed as Exhibit 5)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte Haskins & Sells
24 Powers of Attorney (included on the signature page
hereto)
* Incorporated by reference to Exhibit 10.1 of the Registrant's Annual Report on
Form 20-F for the fiscal year ended March 31, 2003 (File No. 000-30735), filed
with the Commission on September 19, 2003.