UNITED STATES
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)
Republic of India Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
First Floor
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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ADR LINKED EMPLOYEE STOCK OPTION PLAN-2006
(Full title of the plan)
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CT Corporation System
818 West 7th Street
Los Angeles, CA 90017
(Name and Address of Agent for Service)
(213) 627-8252
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jonathan B. Stone Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount of
To Be Maximum Offering Maximum Aggregate Registration
Title of Securities To Be Registered Registered(1) Price Per Share(2) Offering Price(2) Fee
- -------------------------------------- -------------- ------------------ ------------------- -------------
Equity shares of Rediff.com 335,000 $ 17.765 $ 11,902,550 $ 365.41
India Limited, par value Rs 5,
each represented by 2 ADRs ((3))
Notes:
(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 ADR Linked Employee Stock Option Plan-2006 (the "Plan").
This Registration Statement shall also cover any additional equity shares of
Rediff.com India Limited that become issuable under the Plan by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected by the Registrant without the receipt of consideration which results in
an increase in the number of Registrant's outstanding equity shares.
(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 ("ADSs") on The NASDAQ Stock Market as of June 11,
2007.
(3) ADSs evidenced by American Depository Receipts ("ADRs") issuable on deposit
of the equity shares registered hereby have been registered under a separate
statement of Form F-6. Each ADS will represent one-half of one equity share, par
value of Rs 5 per equity share.
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PART I
Information Required in the Section 10(a) Prospectus
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus relating to the Plan is omitted from this Registration
Statement pursuant to the Note to Part I of Form S-8.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
----------------------------------------
Rediff.com India Limited (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended March 31, 2006 (File No. 000-30735), filed with the
Commission on September 29, 2006, pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on November 7, 2006;
(c) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on December 13, 2006;
(d) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on December 19, 2006;
(e) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on January 17, 2007;
(f) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on January 23, 2007;
(g) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on March 1, 2007;
(h) The Registrant's Report of Foreign Issuer on Form 6-K (File No.
000-30735) filed with the Commission on May 16, 2007; and
(i) 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 Section 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 hereby have been sold or
which de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Registrant has undertaken to indemnify its directors and officers,
to the extent permitted by applicable law, against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act"). The Registrant 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
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incurred by any such person in any action or proceeding, including any action by
or in the right of the Registrant, arising out of such person's services as a
director or officer of the Registrant.
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.
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Incorporated by Reference
Exhibit ---------------------------------------
Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
- -------- ----------------------------------------------------- ------ --------- ------- ----------- ----------------
4.1 Articles of Association, as amended. X
4.2 Memorandum of Association, as amended. X
4.3 Certificate of Incorporation, as amended. F-1 333- 3.3 May 19,
373776 2000
4.4 Amended and Restated Shareholder Rights Agreement, F-1 333- 4.3 May 19,
dated February 24, 2000. 373776 2000
5 Opinion and consent of legal counsel. X
23.1 Consent of Deloitte Haskins & Sells. X
23.2 Consent of legal counsel (contained in Exhibit 5). X
24 Power of Attorney (included on the signature page X
hereto).
99.1 ADR Linked Employee Stock Option Plan-2006. X
Item 9. Undertakings.
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(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 total 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 forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material
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change to such information in this Registration Statement; provided, however,
that clauses (a)(i) and (a)(ii) shall not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference into this Registration
Agreement; (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 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 herein, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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, Republic of India, on June 18, 2007.
Rediff.com India Limited
By: /s/ Joy Basu
------------------------------
Joy Basu
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, hereby
constitute and appoint Ajit Balakrishnan, Chairman and Managing Director, and
Joy Basu, Chief Financial Officer, and each of them, the lawful
attorneys-in-fact and agents with full power and authority to do any and all
acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
- ------------------------------- ------------------------------- -------------
/s/ Ajit Balakrishnan Chairman and Managing Director May 3, 2007
- -------------------------------
Ajit Balakrishnan
/s/ Joy Basu Chief Financial Officer June 18, 2007
- -------------------------------
Joy Basu
/s/ Diwan Arun Nanda Director May 3, 2007
- -------------------------------
Diwan Arun Nanda
/s/ Sunil N. Phatarphekar Director May 3, 2007
- -------------------------------
Sunil N. Phatarphekar
/s/ Pulak Prasad Director May 3, 2007
- -------------------------------
Pulak Prasad
/s/ Ashok Narasimhan Director May 11, 2007
- -------------------------------
Ashok Narasimhan
/s/ Sridar A. Iyengar Director June 6, 2007
- -------------------------------
Sridar A. Iyengar
/s/ Rashesh C. Shah Director May 9, 2007
- -------------------------------
Rashesh C. Shah
/s/ Rajeev Bhambri Authorized U.S. Representative May 3, 2007
- -------------------------------
Rajeev Bhambri
EXHIBIT INDEX
Incorporated by Reference
Exhibit ---------------------------------------
Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
- -------- ----------------------------------------------------- ------ --------- ------- ----------- ----------------
4.1 Articles of Association, as amended. X
4.2 Memorandum of Association, as amended. X
4.3 Certificate of Incorporation, as amended. F-1 333- 3.3 May 19,
373776 2000
4.4 Amended and Restated Shareholder Rights Agreement, F-1 333- 4.3 May 19,
dated February 24, 2000. 373776 2000
5 Opinion and consent of legal counsel. X
23.1 Consent of Deloitte Haskins & Sells. X
23.2 Consent of legal counsel (contained in Exhibit 5). X
24 Power of Attorney (included on the signature page X
hereto).
99.1 ADR Linked Employee Stock Option Plan-2006. X