<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-A
REGISTRATION STATEMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________________
Silverline Technologies Limited
(Exact name of Registrant as specified in its charter)
_________________________________
<TABLE>
<CAPTION>
<S> <C>
Republic of India Not Applicable
(Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
</TABLE>
_________________________________
Silverline Technologies Limited
Unit 121, SDF IV,
SEEPZ Andheri (East)
Mumbai (Bombay) 400096
India
91-22-829-1950
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________________________
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), please 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), please check the following box.
Securities Act registration statement file number to which this form
relates: 333-11984
________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
===============================================================================
<S> <C>
Title of each class Name of each Exchange to which
to be registered each class is to be registered
_______________________________________________________________________________
Equity Shares, par value Rs. The New York Stock Exchange, Inc.
10 per share*
===============================================================================
Securities to be registered pursuant to Section 12(g) of the Act.
None
===============================================================================
</TABLE>
______________
* 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 Exchange Act of 1934, as
amended, pursuant to Rule 12g3-2(c) thereunder.
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
------- -------------------------------------------------------
The description of the securities to be registered that appears under
the captions "Description of Our Equity Shares" and "Description of American
Depositary Shares" in the prospectus included in the Registrant's Registration
Statement on Form F-1 (No. 333-11984), as amended, under the Securities Act of
1933, is hereby incorporated by reference in answer to this item.
<TABLE>
<CAPTION>
<S> <C>
Item 2. Exhibits
--------- --------
The following exhibits are filed as part of this
registration statement:
</TABLE>
<TABLE>
<CAPTION>
<C> <C> <S>
Exhibit
Number Description of Document
3.1* Articles of Association of the Registrant,
as amended.
3.2* Memorandum of Association of the Registrant,
as amended.
3.3* Certificate of Incorporation of the Registrant,
as amended.
4.1* Form of Deposit Agreement among the Registrant,
Morgan Guaranty Trust Company of New York, and
holders from time to time of American Depositary
Receipts issued thereunder (including, as an
exhibit, the form of American Depositary
Receipt).
4.2* Registrant's Specimen Certificate for Equity
Shares.
</TABLE>
* Incorporated by reference to the Exhibits of the same number to the
Registrant's Registration Statement on Form F-1 (No. 333-11984).
2
<PAGE>
SIGNATURES
Pursuant to the requirements 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, thereunto duly authorized.
SILVERLINE TECHNOLOGIES LIMITED
By: /s/ Shiva Vohra
__________________________
Name: Shiva Vohra
Title: Senior Vice President,
Corporate Finance
Dated: May 30, 2000
3