<PAGE>
As filed with the Securities and Exchange Commission on March 10, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
INFOSYS TECHNOLOGIES LIMITED
(Exact name of Registrant as specified in its charter)
Republic of India 58-1760235
- ---------------------------- ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
Electronics City, Hosur Road
Bangalore, Karnataka
India 561 229
(Address of Principal Executive Offices)
____________________
1998 STOCK OPTION PLAN
(Full title of the plans)
____________________
CT Corporation System
49 Stevenson Street, Suite 900
San Francisco, California 94105
(Name and address of agent for service)
(415) 227-0763
(Telephone number, including area code, of agent for service)
___________________
Copy to:
Jeffrey D. Saper
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 Page Mill Road
Palo Alto, California 94304
Telephone: (650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum Amount of
Title Securities to to be Offering Price Aggregate Offering Registration Fee
be Registered Registered (1) Per Share(2)(3) Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Shares, par value Rs. 10 per share, 1,600,000 $ 553.47 $885,555,200 $225,866.57
to be issued under the
1998 Stock Option Plan
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</TABLE>
(1) American Depositary Shares, each representing one-half of one Equity Share,
issuable upon deposit of Equity Shares, have been registered on a separate
Registration Statement on Form F-6 (File No. 333-72199), as amended.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on the weighted average price of
the outstanding options as of March 9, 2000.
(3) Estimated for options available for grant as of March 9, 2000 in accordance
with Rule 457(h) solely for the purpose of calculating the registration
fee, based on the average of the high and low prices per share of the
American Depositary Shares representing the Equity Shares as reported on
the Nasdaq National Market on March 9, 2000.
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<PAGE>
INFOSYS TECHNOLOGIES LIMITED
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference in this
Registration Statement:
1. The Company's Registration Statement on Form F-1 (File No. 333-72195)
as amended (the "Registration Statement"), filed pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), relating to the Company's initial
public offering of its American Depositary Shares representing one-half of one
Equity Share.
2. The description of the Company's Equity Shares contained in the
Company's Registration Statement on Form 8-A (File No. 000-25383) filed pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
3. The Company's Annual Report on Form 20-F for the fiscal year ended
March 31, 1999 filed on May 17, 1999 pursuant to the Exchange Act.
4. The Company's Report of Foreign Issuer on Form 6-K for the fiscal year
ended March 31, 1999 filed on May 14, 1999 pursuant to the Exchange Act.
5. The Company's Report of Foreign Issuer on Form 6-K for the fiscal
quarter ended June 30, 1999, filed on August 4, 1999 pursuant to the Exchange
Act.
6. The Company's Report of Foreign Issuer on Form 6-K for the fiscal
quarter ended September 30, 1999, filed on October 18, 1999 pursuant to the
Exchange Act.
7. The Company's Report of Foreign Issuer on Form 6-K for the fiscal
quarter ended December 31, 1999, filed on January 21, 2000 pursuant to the
Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters 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.
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.
ITEM 7. Exemption from Registration Claimed.
------------------------------------
Not Applicable.
II-2
<PAGE>
ITEM 8. Exhibits.
--------
The following is a list of exhibits filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------------------
<S> <C>
4.1* Form of Deposit Agreement among the Registrant, Bankers Trust Company, and holders from
time to time of American Depositary Receipts issued thereunder (including as an exhibit,
the form of American Depositary Receipt)
5.1 Opinion of Crawford Bayley & Co.
10.1* 1998 Stock Option Plan and form of Option Agreement
23.1 Consent of Independent Auditors
23.2 Consent of Crawford Bayley & Co. (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4)
</TABLE>
____________________
* Incorporated by reference to the Registrant's Registration Statement on Form
F-1 (File No. 333-72195) which was declared effective by the Commission on
March 10, 1999.
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 to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (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 the 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
Securities and Exchange 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.
II-3
<PAGE>
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 Bangalore, Country of India, on March 10, 2000.
INFOSYS TECHNOLOGIES LIMITED
By: /S/ N.R. NARAYANA MURTHY
------------------------
N.R. Narayana Murthy
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints N.R. Narayana Murthy, his attorney-in-
fact, with the power of substitution, for him in any and all capacities, to sign
any amendment or post-effective amendment to this Registration Statement on
Form S-8 or abbreviated registration statement (including, without limitation,
any additional registration filed pursuant to Rule 462 under the Securities Act
of 1933), with respect hereto and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitution or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 10, 2000.
<TABLE>
<CAPTION>
Signature Title
- ------------------------------- --------------------------------------------------
<S> <C>
/S/ N. R. NARAYANA MURTHY Chairman of the Board and Chief Executive Officer
- -----------------------------------
N. R. Narayana Murthy (Principal Executive Officer)
/S/ T. V. MOHANDAS PAI Senior Vice President and Head-Finance and Administration
- -----------------------------------
T. V. Mohandas Pai (Principal Financial and Principal Accounting Officer)
/S/ NANDAN M. NILEKANI Managing Director (Director, President and Chief
- -----------------------------------
Nandan M. Nilekani Operating Officer)
/S/ K. DINESH Director (Director and Executive Officer)
- -----------------------------------
K. Dinesh
/S/ S. GOPALAKRISHNAN Deputy Managing Director (Director and Executive Officer)
- -----------------------------------
S. Gopalakrishnan
/S/ S. D. SHIBULAL Director (Director and Executive Officer)
- -----------------------------------
S. D. Shibulal
/S/ SUSIM M. DATTA Director
- -----------------------------------
Susim M. Datta
/S/ DEEPAK M. SATWALEKAR Director
- -----------------------------------
Deepak M. Satwalekar
/s/ MARTI G. SUBRAHMANYAM Director
- -----------------------------------
Marti G. Subrahmanyam
/s/ RAMESH VANGAL Director
- -----------------------------------
Ramesh Vangal
Director
- -----------------------------------
Philip Yeo
/s/ PHANEESH MURTHY Authorized Representative in the United States (Executive
- -----------------------------------
Phaneesh Murthy Officer)
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------------ ----------------------------------------------------------------------------------------
<S> <C>
4.1* Form of Deposit Agreement among the Registrant, Bankers Trust Company, and holders from
time to time of American Depositary Receipts issued thereunder (including as an exhibit,
the form of American Depositary Receipt)
5.1 Opinion of Crawford Bayley & Co.
10.1* 1998 Stock Option Plan and form of Option Agreement
23.1 Consent of Independent Auditors
23.2 Consent of Crawford Bayley & Co. (included in Exhibit 5.1).
24.1 Power of Attorney (see page II-4)
</TABLE>
____________________
* Incorporated by reference to the Registrant's Registration Statement on Form
F-1 (File No. 333-72195) which was declared effective by the Commission on
March 10, 1999.
<PAGE>
EXHIBIT 5.1
Infosys Technologies Limited
Electronics City, Hosur Road
Bangalore, Karnataka, India 561 229
March 10, 2000
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about March 10, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of up to 800,000 Equity Shares, par value
Rs. 10 per share, each represented by two American Depositary Shares ("ADSs") of
Infosys Technologies Limited, a public company with limited liability
incorporated in the Republic of India (the "Shares"), reserved for issuance
pursuant to the 1998 Stock Option Plan, (the "Plan"). As your legal counsel, we
have examined, strictly under Indian law, the proceedings taken and proposed to
be taken by you in connection with the sale and issuance of such Shares under
the Plan. Strictly limited to Indian law and assuming that all Shares sold in
the manner referred to in the Plan and pursuant to the agreements which
accompany the Plan, it is our opinion that the Shares to be issued and sold by
your Company have been duly authorized and validly issued and are fully paid and
non-assessable. We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including any Prospectus constituting a
part thereof, and any amendments thereto. This opinion may be incorporated by
reference in any abbreviated registration statement filed pursuant to Item E
under the general instructions to Form S-8 under the Securities Act of 1933 with
respect to the Registration Statement.
Very truly yours,
/s/ CRAWFORD BAYLEY & CO.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Infosys Technologies Limited of our report appearing in the
Registration Statement on Form F-1 (File No. 333-72195).
/s/ KPMG
KPMG
Bangalore, India
10 March 2000
