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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
SATYAM INFOWAY LIMITED
(Exact name of registrant as specified in its charter)
Republic of India Not applicable
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Mannasarovar Towers, 271-A, Anna Salai, Teynampet, Chennai, India 600 018
(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), 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), 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: ____________
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
Securities to be registered pursuant to Section 12(g) of the Act: Equity
Shares, par value Rs.10 per share*
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* 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.
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Information Required in Registration Statement
Item 1. Description of Registrants' Securities To Be Registered
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Incorporated by reference to pages 67 through 71 of the Preliminary Prospectus
contained in Amendment No. 2 to Registrant's Registration Statement on Form F-1
filed with the Securities and Exchange Commission (the "Commission") on October
13, 1999 (as amended the "F-1 Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as part of this registration statement:
3.1* Articles of Association of the Registrant, as amended.
3.2* Memorandum of Association of the Registrant, as amended.
4.1* Share Subscription and Shareholders' Agreement, dated as of
February 5, 1999, by and among the Registrant, Satyam Computer
Services Limited, South Asia Regional Fund and Mr. B. Ramalinga
Raju.
4.2* Amendment No. 1 to Share Subscription and Shareholders'
Agreement, dated as of September 14, 1999, by and among the
Registrant, Satyam Computer Services Limited, South Asia Regional
Fund and Mr. B. Ramalinga Raju.
4.3* Form of Deposit Agreement among the Registrant, Citibank, N.A.
and holders from time to time of American Depositary Receipts
issued thereunder (including, as an exhibit, the form of American
Depositary Receipt).
4.4* Registrant's Specimen Certificate for equity shares.
4.5* Rupee Loan Agreement, dated as of July 3, 1998, by and between
the Registrant and Export-Import Bank of India.
4.6* Letter Agreement, dated as of September 14, 1999, by and between
the Registrant and Sterling Commerce, Inc.
4.7* Stockholders Agreement, dated as of September 14, 1999, by and
among the Registrant, Sterling Commerce, Inc. and Satyam Computer
Services Limited.
4.8* Registration Rights Agreement, dated as of September 14, 1999, by
and among the Registrant, Sterling Commerce, Inc. and South Asia
Regional Fund.
* Incorporated by reference to the Exhibits of the same number to the
Registrant's F-1 Registration Statement.
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SIGNATURE
Pursuant to the requirement 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.
SATYAM INFOWAY LIMITED
By: /s/ R. Ramaraj
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R. Ramaraj
Chief Executive Officer and
Director
Date: October 14, 1999
