As filed with the Securities and Exchange Commission on May 11, 2009
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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Sify Technologies Limited
(Exact name of issuer of deposited securities as specified in its charter)
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[N/A]
(Translation of issuer's name into English)
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Republic of India
(Jurisdiction of incorporation or organization of issuer)
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Citibank, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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CT Corporation System
111 Eighth Avenue (13th floor)
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Herman H. Raspe, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee
Per Unit* Price**
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American Depositary Shares, each 25,000,000 ADSs $5.00 $1,250,000.00 69.75
representing one (1) Equity Share of
Sify Technologies Limited
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* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Shares.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
This Registration Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts
together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner.
one American Depositary Share ("ADSs")
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16)
securities and (17).
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraphs (14) and (16).
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13)
soliciting material Reverse of Receipt - Paragraph (16).
(v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14)
and (16).
(vi) The deposit or sale of securities resulting from Reverse of Receipt - Paragraphs (14), (16) and (18).
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (4), (6), (7),
the underlying securities (8), (9) and (10).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs (19) and (20).
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10).
indirectly on holders of ADSs
Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
The Company is subject to the periodic reporting requirements of the
United States Securities Exchange Act of 1934, as amended, and, accordingly,
files certain reports with, and submits certain reports to, the United States
Securities and Exchange Commission (the "Commission"). These reports can be
retrieved from the Commission's internet website (www.sec.gov), and can be
inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 3 to Deposit
Agreement filed as Exhibit (a)(i) to this Registration Statement on Form
F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 3 to Deposit Agreement, by and among
Sify Technologies Limited (formerly known as "Satyam Infoway
Limited" and hereinafter, the "Company"), Citibank, N.A. as
depositary (the "Depositary"), and all Holders and Beneficial
Owners of American Depositary Shares issued under the Deposit
Agreement. -- Filed herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 2 to Deposit Agreement, dated as of September
24, 2002, by and among the Company, the Depositary and Holders
and Beneficial Owners of American Depositary Shares evidenced
by American Depositary Receipts issued under the Deposit
Agreement. -- Filed herewith as Exhibit (a)(ii).
(a)(iii) Amendment No. 1 to Deposit Agreement, dated as of January 6,
2000, by and among the Company, the Depositary and Holders and
Beneficial Owners of American Depositary Shares evidenced by
American Depositary Receipts issued under the Deposit
Agreement. -- Filed herewith as Exhibit (a)(iii).
(a)(iv) Deposit Agreement, dated as of October 18, 1999, by and among
the Company, the Depositary and the Holders and Beneficial
Owners of American Depositary Shares evidenced by American
Depositary Receipts issued thereunder (the "Deposit
Agreement"). -- Filed herewith as Exhibit (a)(iv).
(b) Supplemental Letter Agreement, dated as of November 2, 2007,
between the Depositary and Company -- filed herewith as
Exhibit (b).
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited
securities in effect at any time within the last three years.
-- None.
(d) Opinion of counsel for the Depositary as to the legality of
the securities to be registered. -- Filed herewith as Exhibit
(d).
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection
by holders of ADSs, any reports and communications received
from the issuer of the deposited securities which are both (1)
received by the Depositary as the holder of the deposited
securities, and (2) made generally available to the holders of
the underlying securities by the issuer.
(b) If the amount of fees charged is not disclosed in the
prospectus, the Depositary undertakes to prepare a separate
document stating the amount of any fee charged and describing
the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an ADS thirty (30) days before any change in the fee
schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among Sify Technologies Limited, Citibank, N.A., as
depositary, and the Holders and Beneficial Owners from time to time of American
Depositary Shares to be issued thereunder, as amended prior to the date hereof
and as proposed to be further amended, certifies that it has reasonable grounds
to believe that all the requirements for filing on Form F-6 are met and has duly
caused this Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 11th day of May 2009.
Legal entity created by the Deposit
Agreement, as amended prior to the date
hereof and, as proposed to be further
amended, under which the American Depositary
Shares registered hereunder are to be
issued, each American Depositary Share
representing one (1) Equity Share of Sify
Technologies Limited.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Keith Galfo
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Name: Keith Galfo
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sify Technologies Limited certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly caused
this Registration Statement on Form F-6 to be signed on its behalf by the
undersigned thereunto duly authorized, in Chennai, India, on May 11, 2009.
SIFY TECHNOLOGIES LIMITED
By: /s/ M.P. Vijay Kumar
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Name: M.P. Vijay Kumar
Title: Chief Financial Officer
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Mr. Raju Vegesna and Mr. MP Vijay
Kumar to act as his/her true and lawful attorney-in-fact and agent, with full
power of substitution, for him/her and in his/her name, place and stead, in any
and all such capacities, to sign any and all amendments, including
post-effective amendments, and supplements to this Registration Statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the United States Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on May 11, 2009.
Signature Title
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/s/ Raju Vegesna Chief Executive Officer, Chairman of the Board and
------------------------- Managing Director
Raju Vegesna
/s/ M P Vijay Kumar Chief Financial Officer
------------------------- Principal Accounting Officer
M P Vijay Kumar
/s/ C V S Suri Chief Operating Officer
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C V S Suri
------------------------- Principal Accounting Officer/Controller
Name:
/s/ Ananda Raju Vegesna Director
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Ananda Raju Vegesna
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Signature Title
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/s/ S.K. Rao Director
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S.K. Rao
/s/ T.H. Chowdary Director
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T.H. Chowdary
/s/ P.S. Raju Director
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P.S. Raju
/s/ S R Sukumara Director
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S R Sukumara
/s/ Donald Puglisi Authorized Representative
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Name: Donald Puglisi
Title:
/s/ C.B. Mouli Director
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C.B. Mouli
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 3 to the Deposit
Agreement
(a)(ii) Amendment No. 2 to the Deposit Agreement
(a)(iii) Amendment No. 1 to the Deposit Agreement
(a)(iv) Deposit Agreement
(b) Supplemental Letter Agreement between the
Depositary and Company
(d) Opinion of counsel to the Depositary