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United States
Securities and Exchange Commission
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 4, 2000 (December 20, 1999)
Commission File Number 000-27663
SATYAM INFOWAY LIMITED
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant's name into English)
Republic of India
(Jurisdiction of incorporation or organization)
Maanasarovar Towers
271-A, Anna Salai, Teynampet, Chennai 600 018, India
(91) 44-435-3221
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F. Form 20F X Form 40 F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b). Not applicable.
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Item 5. Other Events.
ADS Split. On December 20, 1999, Satyam Infoway Limited ("Satyam Infoway"
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or the "Company") announced that its Board of Directors approved a 4-for-1 split
of the Company's American Depositary Shares ("ADSs") which are listed on the
Nasdaq National Market. The holders of record of the Company's ADSs as of
January 5, 2000 will be entitled to three additional ADSs for each ADS held on
that date.
The Company's equity shares, which are not publicly traded, will not be
split. Consequently, four ADSs will represent one underlying equity share. As
of December 20, 1999, the Company had 21,782,250 equity shares (of which
4,801,250 equity shares were represented by 4,801,250 ADSs) outstanding. Upon
completion of the ADS split, the number of outstanding ADSs will increase to
19,205,000.
Extraodinary Meeting of Shareholders. On December 20, 1999 Satyam Infoway
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also announced that it has filed an application with the Ministry of Finance of
the Government of India for a follow-on offering of American Depositary Shares.
Under Indian law, existing shareholders may subscribe for new shares in
proportion to their existing shareholdings unless otherwise determined by a
special resolution passed by a general meeting of the shareholders. Notice has
been given of such an extraordinary meeting of shareholders to be held on
January 10, 2000. Copies of the notice to shareholders and related explanatory
note are attached to this Report as Exhibits 99.1 and 99.2, respectively. Our
parent company, Satyam Computer Services Limited, and other shareholders owning
in excess of 75% of the combined voting power of our outstanding stock have
indicated that they intend to vote all shares owned by them in favor of the
special resolution waiving subscription rights with respect to this proposed
offering. Assuming such shareholders vote their shares as indicated, the
requisite vote for the approval of the special resolution would be assured.
This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The forward-looking statements
contained herein are subject to risks and uncertainties that could cause actual
results to differ materially from those reflected in the forward- looking
statements. For a discussion of the risks associated with Satyam Infoway's
business, please see the discussion under the caption "Risks Related to Our
Business" in Satyam Infoway's Report on Form 6-K for the quarter ended September
30, 1999 which has been filed with the Securities and Exchange Commission and is
available by accessing the database maintained by the SEC at www.sec.gov.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Notice of Extraordinary General Meeting.
99.2 Explanatory Statement Pursuant to Section 173(2) of the
Companies Act, 1956.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly organized.
Date: January 4, 2000 SATYAM INFOWAY LIMITED
By: /s/ R. Ramaraj
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Name: R. Ramaraj
Title: Chief Executive Officer
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
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<S> <C>
99.1 Notice of Extraordinary General Meeting of the Company, dated
December 20, 1999.
99.2 Explanatory Statement of the Company Pursuant to Section
173(2) of the Companies Act, 1956.
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EXHIBIT 99.1
Notice of Extraordinary General Meeting
SATYAM INFOWAY LIMITED
Registered Office
May Fair Centre,
1-8-303/36 S P Road,
Secunderabad, 500 003
NOTICE is hereby given that an Extra-Ordinary General Meeting of Satyam Infoway
Limited will be held on Monday, the 10th January 2000 at Mayfair Centre, S.P.
Road, Secunderabad - 500 003 at 11:00 A.M. to transact the following business:
SPECIAL BUSINESS
1. To consider and if thought fit to pass with or without modification, the
following resolution which will be proposed as a Special Resolution.
"RESOLVED THAT pursuant to the provisions of Section 81(1A) and other
applicable provisions, if any, of the Companies Act, 1956 (including any
statutory modification or re-enactment thereof, for the time being in force)
and in accordance with the Articles of Association of the Company and
subject to the approval of regulatory, government and other appropriate
authorities as required, and subject to such terms, conditions and
stipulations if any, required by them while granting such approvals,
permissions, and sanctions and which the Board of Directors of the Company
(hereinafter referred to as the "Board", which expression shall be deemed to
include a Committee of Directors duly authorized in this behalf), is hereby
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authorized and empowered to obtain, the consent of the Company be and is hereby
accorded to the Board to issue, offer, in one or more tranches, all or any of
the following, in one or more combinations thereof; Equity shares or Equity
linked securities with or without voting rights, Private Placements, American
Depository Receipts (ADRs), Global Depository Receipts (GDRs), Convertible
Debentures (whether fully convertible or not and whether secured or not), Non
convertible Debentures (whether secured or not), Secured Premium Notes (.),
Floating Rate Bonds and/or any other securities/instruments, all or any of the
aforesaid and with or without detachable or non-detachable warrants convertible
into Equity shares (hereinafter for brevity's sake referred to as "Securities")
as the Board in its absolute discretion may at any time or times hereinafter
decide to the members, Indian Public, Non-Residents, Overseas Corporate Bodies,
Foreign Institutional Investors, Banks, Financial Institutions, Investment
Institutions, Companies, Bodies Corporate, Mutual Funds, other
entities/authorities and to such other person(s), whether through public
issue(s), Rights Issue(s), Private placement(s) or a combination thereof at such
price or prices or such other valuable consideration(s) in one or more tranches,
and on such terms and conditions as the Board may in its absolute discretion
considers fit including the quantum of securities to be issued, face value, rate
of interest, redemption period, manner of redemption and amount of premium on
redemption, the number of securities to be allotted on
conversion/redemption/extinguishment of debts, terms attached to warrants,
period of conversion and all related or incidental matters. The total amount
shall not exceed US$150 million.
RESOLVED FURTHER THAT the Board be and is hereby authorized to accept any
modifications in proposal(s) mentioned above, as may be required by the
authorities concerned at the time of their approval and as agreed to by the
Board.
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RESOLVED FURTHER THAT the Board is also entitled to enter into and execute all
such arrangement(s)/agreement(s) with any Lead Managers / Underwriters /
Guarantors / Depositors / Custodians and all such agents as may be involved or
concerned in such offering of securities and to remunerate all such agents
including by way of payment of commission, brokerage, fees, expenses incurred in
relation to the issue of securities and other expenses, if any.
RESOLVED FURTHER THAT the Company and/or agency or body authorized by the
Company may issue American Depository Receipts/Global Depository Receipts and/or
other forms of Securities mentioned herein above issued by the Company in
registered or bearer form with such features and attributes as are prevalent in
capital markets for instruments of this nature and to provide for the
tradability/free transferability thereof as per the prevailing practices and
regulations prevalent in the Capital markets.
RESOLVED FURTHER THAT the Board be and is hereby authorized to issue and allot
such number of equity shares as may be required to be issued and allotted upon
conversion of any Securities as referred to in paragraph(s) above as may be
necessary in accordance with the terms of the offering(s) and all such shares to
rank pari passu with the Equity shares of the Company in all respects, excepting
such rights and other entitlements as may be provided under the Terms of the
Issue and in the Offer Document.
RESOLVED FURTHER THAT for the purpose of giving effect to any issue of allotment
of Securities, the Board be and is hereby authorized to do all such acts.
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deeds, matters and things as it may, in its absolute discretion, deem necessary
or desirable and to settle any questions, difficulties or doubts that may arise
in regard to the offering, issue, allotment and utilization of the issue
proceeds, as it may in its absolute discretion, deem fit and proper.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or
any of the powers herein conferred to any Committee of Directors or Senior
Executive(s)/Officer(s) of the Company to give effect to the aforesaid
resolution."
By order of the Board
for SATYAM INFOWAY LIMITED
V S N Raju
PLACE:SECUNDERBAD Asst. Company Secretary
DATE: 20/th/ December 1999
NOTES:
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1. A member entitled to attend and vote at the meeting is entitled to appoint a
Proxy and such Proxy need not be a member of the company. Proxies in order
to be
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effective, must be received by the company, not less than 48 hours before
the commencement of the meeting.
2. An explanatory statement pursuant to section 173(2) of the Companies Act,
1956 is annexed hereto.
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EXHIBIT 99.2
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE
COMPANIES ACT, 1956
In accordance with Section 173(2) of the Companies Act, 1956 the following
information is given in respect of special business set out in the
Extra-ordinary General Meeting of the Company to be held on 10th January 1999.
The company has proposed to raise a sum currently planned to be
approximately US$115 million (including an underwriter's overallotment option of
US$ 15 million) by issue of American Depositary Shares in a registered
underwritten offering in the United States. The purpose of the offering will be
to provide funds to exercise the option held by Satyam Infoway to purchase the
75.5% of IndiaWorld Communications Private Limited that it does not presently
own and to provide funds for general corporate purposes. The payment required
to exercise the option is approximately US$75 million.
The Indian Companies Act, 1956 gives shareholders the right to subscribe for new
shares in proportion to their existing shareholding unless otherwise determined
by a special resolution passed by a general meeting of the shareholders. The
attached resolution would, if approved, have the effect of waiving the
shareholders' subscription rights with respect to the proposed ADS offering.
For approval, this special resolution must be approved by a number of votes
which is not less than three times the number of votes against the special
resolution. If the special resolution is not approved, the new shares must be
first offered to the existing shareholders as of a fixed record date. The offer
must include: (1) the right, exercisable by the shareholders of record, to
renounce the shares offered in favour of any other person; and (2) the number of
shares offered and the period of the offer, which may not be less than 15 days
from the date of offer. If the offer is not accepted it is deemed to have been
declined. The Board is authorised under the Companies Act to distribute any new
shares not purchased by the preemptive rights holders in the manner that it
deems most beneficial to the company.
The ADRs will be issued to non-residents and others in accordance with the
provisions of Indian Law and also the regulations applicable in USA. Hence this
special resolution for waiving the pre-emptive rights of the shareholders is
required.
The directors recommend the special resolution for your approval.
None of the Directors are interested in the resolution.
By order of the Board
for SATYAM INFOWAY LIMITED
PLACE:SECUNDERBAD V S N Raju
DATE: 20/th/ December 1999 Asst Company Secretary
