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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):
May 3, 2000
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
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X
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 7. Financial Statements and Exhibits.
(c) Exhibits:
99.1 Proxy Information Statement to Holders of Equity Shares.
99.2 Proxy Information Statement to Holders of American Depositary
Shares.
99.3 Proxy Form.
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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: May 3, 2000 SATYAM INFOWAY LIMITED
By: /s/ T.R. Santhanakrishnan
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Name: T.R. Santhanakrishnan
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Proxy Information Statement to Holders of Equity Shares.
99.2 Proxy Information Statement to Holders of American Depositary
Shares.
99.3 Proxy Form.
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Exhibit 99.1
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Notice of Fourth Annual General Meeting
SATYAM INFOWAY LIMITED
Registered Office
Mayfair Centre,
1-8-303/36 S.P. Road,
Secunderabad, 500 003
India
NOTICE IS HEREBY GIVEN THAT THE FOURTH ANNUAL GENERAL MEETING OF SATYAM INFOWAY
LIMITED WILL BE HELD ON MONDAY, MAY 22, 2000 AT 11:00 AM AT THE REGISTERED
OFFICE OF THE COMPANY AT II FLOOR, MAYFAIR CENTRE, S.P. ROAD, SECUNDERABAD - 500
003.
ORDINARY BUSINESS
1) To adopt the Audited Balance Sheet as of March 31, 2000 and the Profit and
Loss Account, the Auditors Report and the Directors Report for the year
ended March 31, 2000.
2) To Appoint a Director in place of Mr. R. Ramaraj, a Director who retires
by rotation, and being eligible, offers himself for re-appointment.
3) To Appoint a Director in place of Mr. T. Hanuman Chowdhary, a Director who
retires by rotation, and being eligible, offers himself for re-appointment.
4) To consider and act upon a proposal to ratify the re-appointment of M/s.
Bharat S Raut & co., Chartered Accountants, for a further period of one
year, on a remuneration to be fixed by the Board of Directors.
SPECIAL BUSINESS
5. Issue of Further Securities for acquisitions:
To Consider and if thought fit, to pass with or without modification(s), the
following resolution which will be proposed as a special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 81(1A) of the Companies
Act, 1956 and its related provisions and amendments if any as applicable and
in accordance with the Articles of Association of the Company and subject to
necessary approval(s), 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 authorized and empowered to obtain, the
consent of the Company be and is hereby accorded to the Board to issue not
exceeding ONE MILLION EQUITY SHARES and where necessary cascading ADSs of the
Company for acquisitions by the Company in India and abroad.
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RESOLVED FURTHER that the Board of Directors of the company be and are hereby
authorized to issue and allot such number of equity shares/American
Depository Shares as may be required to be issued and allotted 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 the Board of Directors of the company be and hereby
authorized to decide all issues arising out of and incidental to the said
decision, appoint relevant agencies and obtain necessary approvals from the
appropriate authorities for the purpose of issue of instruments for the said
acquisitions and to do such other acts, matters and things as may be
necessary or expedient in relation thereto."
6. Approval for issue of shares under Associate Stock Option Plan to Satyam
Computer Services Limited.
To consider and if thought fit, to pass with or without modification(s), the
following resolution which will be proposed as a special resolution:
"RESOLVED THAT further to the approvals given by the members at its meeting
held on 19th March 1999 and in accordance with the provisions of the
Companies Act, 1956 (including any statutory modifications or re-enactment
thereof, for the time being in force), consent of the company be and is
hereby accorded to the board of directors of the company to issue not
exceeding 50,000 equity shares/ADR linked warrants/securities (from out of
825,000 shares allotted to the Associate Stock Option Plan approved by the
members at the above said meeting) as may be decided by the board of
directors of the company to the employees of Satyam Computer Services Limited
(hereinafter referred to as associates of the group or promoter company
associates and shall include directors, whether in India or abroad including
other than promoter directors, company directors or its subsidiaries its
associates at such price and other terms and conditions as the board may in
their absolute discretion think fit.
RESOLVED FURTHER that it is advisable and in the best interests of the
Company and its shareholders that the Company attract and retain the services
of directors, key employees and consultants of Satyam Computer Services
Limited considered essential to the long-term success of the Company by
offering them an opportunity to own Equity Shares and that the Company
provide an additional incentive for such directors, key employees and
consultants to further the growth, development and financial success of the
Company by personally benefiting through the ownership of Equity Shares which
reflects such growth, development and financial success.
RESOLVED FURTHER, that the Company approve the allocation of 50,000 shares to
Satyam Computer Services Limited from out of the allocation of the Stock
Option Plan and comply with all other terms and conditions as stipulated in
the said plan."
Place : Chennai By order of the Board
Date : April 19, 2000 for Satyam Infoway Limited
VSN Raju
Asst. Company Secretary
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Notes:
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. In order to be
effective, proxies 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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EXPLANATORY STATEMENTS 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 the special business set out in the annual
general meeting of the Company to be held on May 22, 2000.
ITEM NO 5:
We believe that our growth can be supplemented by selective acquisitions of
complementary businesses, particularly third party websites and content
providers for our portal, satyamonline.com. As with our pending acquisition of
IndiaWorld Communications, we continue to seek websites or portals which will
complement or otherwise improve the offerings of satyamonline.com. We seek
acquisitions and strategic investments in complementary businesses as a way to
expand our market presence. To achieve this end, we may issue not more than one
million Equity Shares.
As of the date that this explanatory statement was prepared, we had not
completed any acquisitions involving the issuance of any of the shares to be
covered by this resolution, although we are actively negotiating several
transactions. If we reach a binding definitive agreement for transactions after
the date of this explanatory statement but before the annual general meeting, we
will announce the transaction in a press release to the major financial news
organizations in the United States and India and file the press release with the
United States Securities and Exchange Commission. We cannot predict when or how
many Equity Shares will be issued pursuant to this resolution.
If successful, the Equity Shares will be issued to non-residents and others in
accordance with Indian law as well as the regulations applicable in the United
States.
We seek your approval under Section 81(1A) of the Companies Act, 1956. The
Board of Directors recommend this special resolution for your approval.
None of the Directors of the Company are interested in the resolution.
ITEM NO 6:
At a meeting held on March 19, 1999, the Board of Directors was authorized to
devise and implement a detailed stock option plan and allocate the requisite
number of shares to such stock option plan in accordance with applicable law.
The Compensation Committee of the Board of Directors, formed for the
implementation of such stock option plan, has allocated 825,000 Equity Shares to
be offered to eligible associates, including employees and directors, of our
Company. Eligibility for participation under the stock option plan will be
determined based on criteria set by the Compensation Committee.
We believe that it is beneficial for the long-term success of our Company to
promote the retention of directors, key employees and consultants of Satyam
Computer Services Limited, our parent company. Therefore, in order to provide
additional incentive to such directors, key employees and consultants, we would
like to extend participation under the stock option plan to eligible associates
of Satyam Computer Services Limited, in addition to the eligible associates of
our Company. We propose to allocate 50,000 of the total of 825,000 Equity
Shares that are allocated to the stock option plan for the eligible associates
of Satyam Computer Services Limited.
The Board of Directors recommend this special resolution for your approval.
<PAGE>
None of the Directors of the Company are interested in the resolution.
Place: Chennai By order of the Board
Date : April 19, 2000 for Satyam Infoway Limited
VSN. Raju
Asst. Company Secretary
<PAGE>
Exhibit 99.2
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Time Sensitive [CITIBANK LOGO]
Materials
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Depositary's Notice of
Shareholders' Meeting of
Satyam Infoway Limited
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ADSs: American Depositary Shares evidenced by American
Depositary Receipts ("ADRs").
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ADS CUSIP No.: 804099109
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ADS Record Date: April 19, 2000
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Meeting Specifics: Annual General Meeting--May 22, 2000 at 11:00 A.M.
(local time) located on the 11th Floor, Mayfair Centre,
S.P. Road, Secunderabad 500-003, India
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Meeting Agenda: Please refer to the Company's Notice of Meeting enclosed
herewith.
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ADS Voting On or before 10:00 A.M. (New York City time) on May 16,
Instructions Deadline: 2000.
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Deposited Securities: Equity shares, par value Rs. 10 per share, of Satyam
Infoway Limited, a limited liability company organized
under the laws of the Republic of India (the "Company")
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ADS Ratio: 1 equity share to 4 ADSs.
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Depositary: Citibank, N.A.
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Custodian(s) of Citibank, N.A.--Mumbai Branch
Deposited Securities:
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Deposit Agreement: Deposit Agreement, dated as of October 18, 1999, as
amended by Amendment No. 1 to the Deposit Agreement,
dated as of January 6, 2000, by and among the Company,
the Depositary, and all Holders and Beneficial Owners of
ADSs, evidenced by ADRs, issued thereunder.
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To be counted, your Voting Instructions need to be received by the Depositary
prior to 10:00 A.M. (New York City time) on May 16, 2000.
<PAGE>
The Company has announced that an Annual General Meeting of Shareholders
(the "Meeting") will be held at the date, time and location identified above. A
copy of the Notice of Meeting from the Company which includes the agenda for
such Meeting is enclosed./1/
Holders of ADRs wishing to give voting instructions to the Depositary must
sign, complete and return the enclosed Voting Instructions prior to the ADS
Voting Instructions Deadline in the enclosed pre-addressed envelope.
Please note that in accordance with and subject to the terms of Section
4.10 of the Deposit Agreement, upon the timely receipt from a Holder of American
Depositary Shares as of the ADS Record Date of voting instructions in the
manner specified by the Depositary, the Depositary shall endeavor, insofar as
practicable and permitted under applicable law, the provisions of this Deposit
Agreement, the Articles of Association and Memorandum of Association of the
Company and the provisions of the Deposited Securities, to vote or cause the
Custodian to vote the Shares and/or other Deposited Securities (in person or by
proxy) represented by such Holder's American Depositary Shares, either on a show
of hands, in which case the Custodian shall be instructed to vote in accordance
with instructions received from Holders of a majority of the American Depositary
Shares for which instructions have been given to the Depositary, or on a poll,
in which case the Custodian shall be instructed to vote in accordance with the
instructions received from the Holders giving instructions.
Please further note that, in accordance with and subject to the terms of
Section 4.10 of the Deposit Agreement, the Custodian may demand a poll upon
receipt of instructions by a Holder or Holders holding: (a) at least 10% of the
total Shares (represented by such Holder(s) American Depositary Shares) entitled
to vote on a resolution; or (b) Shares (represented by such Holder(s)' American
Depositary Shares) with an aggregate paid up capital of at least Rs. 50,000.
Upon timely receipt of signed and completed Voting Instructions from a
Holder of ADRs, the Depositary shall endeavor insofar as practicable and
permitted under applicable law and the provisions of the Deposited Securities to
cause the Custodian to vote (or to cause to be voted by means of the appointment
of a proxy or otherwise) the Deposited Securities in respect of which Voting
Instructions have been received in accordance with the instructions contained
therein.
The information contained herein with respect to the Meeting has been
provided by the Company. Citibank, N.A. is forwarding this information to you
solely as depositary and in accordance with the terms of the Deposit Agreement
and disclaims any responsibility with respect to the accuracy or completeness of
such information. Citibank N.A. does not, and should not be deemed to, express
any opinion with respect to the proposals to be considered at the Meeting. The
rights and obligations of Holders and Beneficial Owners of ADSs, the Company and
the Depositary are set forth in their entirety in the Deposit Agreement and are
summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement,
please contact the Depositary at the number set forth below.
If you have any questions about the way in which Voting Instructions may be
delivered to the Depositary, please contact Citibank, N.A.--ADR Shareholder
Services at 1-877-CITI-ADR (1-877-248-4237).
Citibank, N.A., as Depositary
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1 As set forth in Section 4.10 of the Deposit Agreement, Holders of record
of ADRs as of the close of business on the ADS Record Date will be entitled,
subject to applicable provisions of the laws of the Republic of India and the
Memorandum of Association and Articles of Association of the Company, and the
provisions of or governing the Deposited Securities, to instruct the Depositary
as to the exercise of the voting rights pertaining to the Deposited Securities
represented by such Holders' ADSs.
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[logo]
Satyam Infoway Limited
Maanasarovar Towers
271-A Anna Salai
Teynampet, Chennai 600 018
India
April 19, 2000
To the holders of our American Depositary Shares:
On behalf of your board of directors and your management, I cordially invite you
to attend our fourth annual general meeting of stockholders. It will be held on
Monday, May 22, 2000, beginning at 11:00 a.m., at our registered office located
at II Floor, Mayfair Centre, S.P. Road, Secunderabad - 500 003.
At the annual general meeting, you will be asked to consider and approve
ordinary business matters, including the adoption of the Company's audited
balance sheet, Profit and Loss Account, the Auditors Report and Directors Report
for the fiscal year ended March 31, 2000, as well as the appointment of
directors and accountants.
In addition to ordinary business matters, you will be asked to consider and
approve two special business matters. First, we are seeking your approval to
issue up to one million Equity Shares in possible financing and acquisition
transactions.
In addition, you will be asked to consider and approve the allocation of 50,000
Equity Shares for the employees of our parent company, Satyam Computer Services
Limited.
Our board of directors recommends that you approve each of these resolutions.
You are urged to read carefully the accompanying Notice of Annual General
Meeting and Explanatory Statement Pursuant to Section 173(2) of the Companies
Act, 1956 for additional information regarding the annual general meeting and
the resolutions proposed.
The Board of Directors has fixed the close of business on April 19, 2000 as the
record date for the determination of stockholders entitled to notice of and to
vote at the annual general meeting. All stockholders are cordially invited to
attend the annual general meeting. However, to ensure your representation, you
are requested to complete, sign, date and return the enclosed voting direction
card as soon as possible in accordance with the instructions on the card. A
return addressed envelope is enclosed for your convenience. This card
represents your instruction to the depositary regarding the voting of the equity
shares underlying your ADRs.
Yours very truly,
R. Ramaraj
Managing Director
<PAGE>
The Voting Instructions must be signed, completed and received at the indicated
address prior to 10:00 A.M. (New York City time) on May 16, 2000 for action to
be taken.
2000 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES
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Satyam Infoway Limited (the "Company")
CUSIP No: 804099109
ADS Record Date: April 19, 2000
Meeting Specifics: Annual General Meeting--May 22, 2000 at 11:00 A.M.
(local time) located on the 11th Floor, Mayfair Centre,
S.P. Road, Secunderabad 500-003, India.
Meeting Agenda: Please refer to the Company's Notice of Meeting
enclosed.
Depositary: Citibank, N.A.
Deposit Agreement: Deposit Agreement, dated as of October 18, 1999, as
amended by Amendment No. 1 to Deposit Agreement, dated
as of January 6, 2000.
Deposited Securities: Equity shares, par value Rs. 10 per share, of the
Company.
Custodian: Citibank, N.A.--Mumbai Branch.
The undersigned holder, as of the ADS Record Date, of the American Depositary
Receipt(s) issued under the Deposit Agreement and evidencing the American
Depositary Shares identified on the reverse side hereof (such American
Depositary Shares, the "ADSs"), acknowledges receipt of a copy of the
Depositary's Notice of Shareholders' Meeting and hereby irrevocably authorizes
and directs the Depositary to cause to be voted at the Meeting (and any
adjournment thereof) the Deposited Securities represented by the ADSs in the
manner indicated on the reverse side hereof.
Please indicate on the reverse side hereof how the Deposited Securities are to
be voted.
The Voting Instructions must be marked, signed and returned on time in order to
be counted.
By signing on the reverse side hereof, the undersigned represents to the
Depositary and the Company that the under-signed is duly authorized to give the
voting instructions contained therein.
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(DETACH HERE)
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If these Voting Instructions are signed and timely returned to the Depositary
but no specific direction as to voting is marked above as to an issue, the
undersigned shall be deemed to have directed the Depositary to give voting
instructions "FOR" the unmarked issue.
Ordinary Business
FOR AGAINST ABSTAIN
1 [NA] [NA] [NA]
2 [__] [__] [__]
3 [__] [__] [__]
4 [__] [__] [__]
Special Business
5 [__] [__] [__]
6 [__] [__] [__]
Please sign your name to the Voting
Instructions exactly as printed below.
When signing in a fiduciary or
representative capacity, give full title
as such. Where more than one owner, each
MUST sign. Voting Instructions executed
by a corporation should be in full
corporate name by a duly authorized
officer with full title as such.
SIGNATURE(S)____________________ DATE ____________
Please sign here exactly as your name(s) appear(s)
to the left. When signing as attorney, executor,
administrator, trustee, guardian or in another
representative capacity, please give full title.
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(DETACH HERE)
Ordinary Business
1. Approval of the adoption of the Audited Balance Sheet, as of March 31, 2000,
and the Profit and Loss Account, the Auditors' Report and the Directors'
Report for the year ended March 31, 2000.
2. Approval of the re-appointment of Mr. R. Ramaraj as a Director.
3. Approval of the re-appointment of Mr. T. Hanuman Chowdhary as a Director.
4. Approval of the re-appointment of M/s. Bharat S. Raut & Co. as Chartered
Accountants, as set forth in the Company's Notice of Meeting enclosed
herewith.
Special Business
5. Approval of the Issuance of additional equity shares for acquisitions by the
Company, as set forth in the Company's Notice of Meeting enclosed herewith.
6. Approval of the Issuance of additional equity shares under the Associate
Stock Option plan to Satyam Computer Services Limited, as set forth in the
Company's Notice of Meeting enclosed herewith.
