================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
-----------------------
SATYAM INFOWAY LIMITED
(Name of Issuer)
EQUITY SHARES
(Title of Class of Securities)
804099208
(CUSIP Number)
ANDREW Y. YAN
SUITES 2115-2118
TWO PACIFIC PLACE, 88 QUEENSWAY
HONG KONG
(852) 2918-2200
WITH A COPY TO:
MICHAEL REEDE, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------
December 16, 2002
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 804099208 PAGE 2 OF 28
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1 NAME OF REPORTING PERSON: SAIF Investment Company Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Mauritius
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (1)(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
1 Power is exercised by the sole shareholder of the reporting person, SB
Asia Infrastructure Fund, L.P.
2 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by SAIF Investment Company Limited and an aggregate of 14,217,483
Equity Shares beneficially owned by Satyam and Venture Tech. The
Investor Rights Agreement provides for, under certain conditions, the
designation by each of SAIF Investment Company Limited, Satyam and
Venture Tech of a member or members of the board of directors of the
Company and the election of each such designated member by all of the
Company's Equity Shares held by SAIF Investment Company Limited, Satyam
and Venture Tech. By virtue of the Investor Rights Agreement, the
Reporting Persons may be deemed to be a group with Satyam and Venture
Tech within the meaning of Section 13(d)(3) of the Act, and, as a
result, to have beneficial ownership of the Equity Shares beneficially
owned by Satyam and Venture Tech. The Reporting Persons disclaim such
beneficial ownership and are filing this Schedule 13D on behalf of
themselves and not on behalf of any other person or entity.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 3 OF 28
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1 NAME OF REPORTING PERSON: SB Asia Infrastructure Fund, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)(2)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (1)(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
--------------------------------------------------------------------------------
------------------------
1 Solely in its capacity as sole shareholder of SAIF Investment Company
Limited.
2 Power is exercised by the sole general partner of the reporting person,
SB Asia Pacific Partners, L.P.
3 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by SB Asia Infrastructure Fund, L.P. and an aggregate of 14,217,483
Equity Shares beneficially owned by Satyam and Venture Tech. The
Investor Rights Agreement provides for, under certain conditions, the
designation by each of SAIF Investment Company Limited, Satyam and
Venture Tech of a member or members of the board of directors of the
Company and the election of each such designated member by all of the
Company's Equity Shares held by SAIF Investment Company Limited, Satyam
and Venture Tech. By virtue of the Investor Rights Agreement, the
Reporting Persons may be deemed to be a group with Satyam and Venture
Tech within the meaning of Section 13(d)(3) of the Act, and, as a
result, to have beneficial ownership of the Equity Shares beneficially
owned by Satyam and Venture Tech. The Reporting Persons disclaim such
beneficial ownership and are filing this Schedule 13D on behalf of
themselves and not on behalf of any other person or entity.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 4 OF 28
------------------------ -------------------------
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1 NAME OF REPORTING PERSON: SB Asia Pacific Partners, L.P.(1)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)(2)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (1)(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: PN
--------------------------------------------------------------------------------
------------------------
1 Solely in its capacity as sole general partner of SB Asia
Infrastructure Fund, L.P.
2 Power is exercised by the sole general partner of the reporting person,
SB Asia Pacific Investments Limited.
3 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by SB Asia Pacific Partners, L.P. and an aggregate of 14,217,483 Equity
Shares beneficially owned by Satyam and Venture Tech. The Investor
Rights Agreement provides for, under certain conditions, the
designation by each of SAIF Investment Company Limited, Satyam and
Venture Tech of a member or members of the board of directors of the
Company and the election of each such designated member by all of the
Company's Equity Shares held by SAIF Investment Company Limited, Satyam
and Venture Tech. By virtue of the Investor Rights Agreement, the
Reporting Persons may be deemed to be a group with Satyam and Venture
Tech within the meaning of Section 13(d)(3) of the Act, and, as a
result, to have beneficial ownership of the Equity Shares beneficially
owned by Satyam and Venture Tech. The Reporting Persons disclaim such
beneficial ownership and are filing this Schedule 13D on behalf of
themselves and not on behalf of any other person or entity.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 5 OF 28
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1 NAME OF REPORTING PERSON: SB Asia Pacific Investments Limited (1)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)(2)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (1)(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
1 Solely in its capacity as sole general partner of SB Asia Pacific
Partners, L.P.
2 Power is exercised by the sole shareholder of the reporting person,
Asia Infrastructure Investments Limited.
3 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by SB Asia Pacific Investments Limited and an aggregate of 14,217,483
Equity Shares beneficially owned by Satyam and Venture Tech. The
Investor Rights Agreement provides for, under certain conditions, the
designation by each of SAIF Investment Company Limited, Satyam and
Venture Tech of a member or members of the board of directors of the
Company and the election of each such designated member by all of the
Company's Equity Shares held by SAIF Investment Company Limited, Satyam
and Venture Tech. By virtue of the Investor Rights Agreement, the
Reporting Persons may be deemed to be a group with Satyam and Venture
Tech within the meaning of Section 13(d)(3) of the Act, and, as a
result, to have beneficial ownership of the Equity Shares beneficially
owned by Satyam and Venture Tech. The Reporting Persons disclaim such
beneficial ownership and are filing this Schedule 13D on behalf of
themselves and not on behalf of any other person or entity.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 6 OF 28
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1 NAME OF REPORTING PERSON: Asia Infrastructure Investments Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)(2)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (1)(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
1 Solely in its capacity as sole shareholder of SB Asia Pacific
Investments Limited.
2 Power is exercised by the sole voting shareholder of the reporting
person, SB First Singapore, which exercises control with respect to the
reporting person's interest in SB Asia Pacific Investments Limited.
3 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by Asia Infrastructure Investments Limited and an aggregate of
14,217,483 Equity Shares beneficially owned by Satyam and Venture Tech.
The Investor Rights Agreement provides for, under certain conditions,
the designation by each of SAIF Investment Company Limited, Satyam and
Venture Tech of a member or members of the board of directors of the
Company and the election of each such designated member by all of the
Company's Equity Shares held by SAIF Investment Company Limited, Satyam
and Venture Tech. By virtue of the Investor Rights Agreement, the
Reporting Persons may be deemed to be a group with Satyam and Venture
Tech within the meaning of Section 13(d)(3) of the Act, and, as a
result, to have beneficial ownership of the Equity Shares beneficially
owned by Satyam and Venture Tech. The Reporting Persons disclaim such
beneficial ownership and are filing this Schedule 13D on behalf of
themselves and not on behalf of any other person or entity.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 7 OF 28
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1 NAME OF REPORTING PERSON: SB First Singapore Pte Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Singapore
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)(2)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)(2)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (1)(3)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
1 Solely in its capacity as a voting shareholder of Asia Infrastructure
Investments Limited, which exercises control with respect to Asia
Infrastructure Investments Limited's interest in SB Asia Pacific
Investments Limited.
2 Power is exercised by SOFTBANK Corp.
3 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by SB First Singapore Pte Ltd. and an aggregate of 14,217,483 Equity
Shares beneficially owned by Satyam and Venture Tech. The Investor
Rights Agreement provides for, under certain conditions, the
designation by each of SAIF Investment Company Limited, Satyam and
Venture Tech of a member or members of the board of directors of the
Company and the election of each such designated member by all of the
Company's Equity Shares held by SAIF Investment Company Limited, Satyam
and Venture Tech. By virtue of the Investor Rights Agreement, the
Reporting Persons may be deemed to be a group with Satyam and Venture
Tech within the meaning of Section 13(d)(3) of the Act, and, as a
result, to have beneficial ownership of the Equity Shares beneficially
owned by Satyam and Venture Tech. The Reporting Persons disclaim such
beneficial ownership and are filing this Schedule 13D on behalf of
themselves and not on behalf of any other person or entity.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 8 OF 28
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1 NAME OF REPORTING PERSON: SOFTBANK Corp.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS): 00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): Not applicable
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION: Japan
--------------------------------------------------------------------------------
7 SOLE VOTING POWER:
NUMBER OF 7,558,140 (1)
SHARES ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER:
BY EACH REPORTING
PERSON -0-
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER:
7,558,140 (1)
------------------------------------------------
10 SHARED DISPOSITIVE POWER:
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
21,775,623 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS): Not applicable
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
66.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON: CO
--------------------------------------------------------------------------------
------------------------
1 Solely in its capacity as sole shareholder of SB First Singapore Pte
Ltd.
2 See item 6 herein. Includes 7,558,140 Equity Shares beneficially owned
by SOFTBANK Corp. and an aggregate of 14,217,483 Equity Shares
beneficially owned by Satyam and Venture Tech. The Investor Rights
Agreement provides for, under certain conditions, the designation by
each of SAIF Investment Company Limited, Satyam and Venture Tech of a
member or members of the board of directors of the Company and the
election of each such designated member by all of the Company's Equity
Shares held by SAIF Investment Company Limited, Satyam and Venture
Tech. By virtue of the Investor Rights Agreement, the Reporting Persons
may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have
beneficial ownership of the Equity Shares beneficially owned by Satyam
and Venture Tech. The Reporting Persons disclaim such beneficial
ownership and are filing this Schedule 13D on behalf of themselves and
not on behalf of any other person or entity.
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CUSIP No. 804099208 PAGE 9 OF 28
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ITEM 1. SECURITY AND ISSUER
This statement relates to the ordinary equity shares, par value Indian
Rupees 10 per share (the "Equity Shares") of Satyam Infoway Limited, a company
incorporated in India (the "Company"). The address of the principal executive
offices of the Company is Tidel Park, 2nd Floor, No.4, Canal Bank Road,
Taramani, Chennai, 600113, India.
ITEM 2. IDENTITY AND BACKGROUND
(a) Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General
Rules under the Securities Exchange Act of 1934, as amended (the "Act"), and the
agreement to the joint filing of this statement, attached hereto as Exhibit 3,
the undersigned hereby jointly file this Schedule 13D Statement on behalf of
SAIF Investment Company Limited, a company incorporated in Mauritius (the
"Investor"), SB Asia Infrastructure Fund, L.P., a Cayman Islands limited
partnership (the "Fund"), SB Asia Pacific Partners, L.P., a Cayman Islands
limited partnership (the "GP"), SB Asia Pacific Investments Limited, a Cayman
Islands corporation ("SB Investments"), Asia Infrastructure Investments Limited,
a Cayman Islands corporation ("Asia Investments"), SB First Singapore Pte Ltd.,
a Singapore corporation ("SB Singapore") and SOFTBANK Corp, a Japanese
corporation ("SOFTBANK" and together with the Investor, the Fund, the GP, SB
Investments, Asia Investments and SB Singapore, the "Reporting Persons"). The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group exists.
The Investor Rights Agreement (the "Investor Rights Agreement"), dated
October 7, 2002, among the Company, the Investor, Satyam Computer Services
Limited ("Satyam") and Venture Tech Solutions Pvt. Ltd ("Venture Tech") provides
for, under certain conditions, the designation by each of the Investor, Satyam
and Venture Tech of a member or members of the board of directors of the Company
and the election by each such designated member by all Equity Shares held by the
Investor, Satyam and Venture Tech. By virtue of the Investor Rights Agreement,
the Reporting Persons may be deemed to be a group with Satyam and Venture Tech
within the meaning of Section 13(d)(3) of the Act, and, as a result, to have
beneficial ownership of the Equity Shares beneficially owned by Satyam and
Venture Tech. The Reporting Persons disclaim such beneficial ownership and are
filing this Schedule 13D on behalf of themselves and not on behalf of any other
person or entity and understand that Satyam and Venture Tech may be filing a
separate Schedule 13D.
(b) and (c) The principal business address of the Investor, which also
services as its principal office, is St. James Court, Suite 307, St. Denis
Street, Port Louis, Republic of Mauritius. The principal business of the
Investor is the purchase, sale, acquisition and holing of investment securities.
The Fund is the sole shareholder of the Investor. Pursuant to Instruction C to
Schedule 13D of the Act, the name, residence or business address, and present
occupation or employment of each director, executive officer and controlling
person of the Investor is as follows:
------------------------ -------------------------
CUSIP No. 804099208 PAGE 10 OF 28
------------------------ -------------------------
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
Anthony R. Castellanos 170 Bayview Road, Director of the Investor
Plandome Manor, NY 11030, U.S.A
Ronald David Fisher 99 Kirkstall Road, Newtonville, MA Director of the Investor
02460, U.S.A.
Reaz Noormamode St. James Court, Suite 308, St. Assistant Company Secretary of the Investor
Denis Street, Port Louis, and Director of Investor
Republic of Mauritius
Denis Sek Sum St. James Court, Suite 308, St. Resident Director of the Investor
Denis Street, Port Louis,
Republic of Mauritius
Andrew Y. Yan 23B, Harston, Director of the Investor
109 Repulse Bay Road,
Hong Kong
The Fund is a Cayman Islands limited partnership, the principal
business of which is the purchase, sale, acquisition and holding of investment
securities. The principal business address of the Fund, which also serves as its
principal office, is Maples & Calder, P.O. Box 309, Ugland House, South Church
Street, Georgetown, Grand Cayman, Cayman Islands. The GP is the sole general
partner of the Fund. Pursuant to Instruction C to Schedule 13D of the Act, the
name, residence or business address, and present occupation or employment of
each director, executive officer and controlling person of the Fund is as
follows:
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
Ronald D. Fisher 300 Delaware Avenue Director of SB Investments
Wilmington, DE 19807,
U.S.A.
The GP is a Cayman Islands limited partnership, the principal business
of which is the serving as the general partner of the Fund. The principal
business address of the GP, which also serves as its principal office, is Maples
& Calder, P.O. Box 309, Ugland House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands. SB Investments is the sole general partner of the GP.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present occupation or employment of each director,
executive officer and controlling person of the GP is as follows:
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
Ronald D. Fisher 300 Delaware Avenue Director of SB Investments
Wilmington, DE 19807,
U.S.A.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 11 OF 28
------------------------ -------------------------
SB Investments is a Cayman Islands corporation, the principal business
of which is acting as the sole general partner of the GP. The principal business
address of SB Investments which also serves as its principal office, is Maples &
Calder, P.O. Box 309, Ugland House, South Church Street, Georgetown, Grand
Cayman, Cayman Islands. Asia Investments is the sole shareholder of SB
Investments. Pursuant to Instruction C to Schedule 13D of the Act, the name,
residence or business address, and present occupation or employment of each
director, executive officer and controlling person of the SB Investments is as
follows:
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
Ronald D. Fisher 300 Delaware Avenue Director of SB Investments
Wilmington, DE 19807,
U.S.A.
Asia Investments is a Cayman Islands corporation, the principal
business of which is being the sole shareholder of SB Investments and the
limited partner of the Fund. The principal business address of Asia Investments
which also serves as its principal office, is Maples & Calder, P.O. Box 309,
Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands. SB
Singapore is a voting shareholder of Asia Investments, which exercises control
with respect to Asia Investments' interest in SB Investments. Pursuant to
Instruction C to Schedule 13D of the Act, the name, residence or business
address, and present occupation or employment of each director, executive
officer and controlling person of Asia Investments is as follows:
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
Ronald D. Fisher 300 Delaware Avenue Director of Asia Investments
Wilmington, DE 19807,
U.S.A.
SB Singapore is a Singapore corporation, the principal business of
which is the holding of the voting securities in Asia Investments. The principal
business address of SB Singapore, which also serves as its principal office, is
8 Cross Street, #11-000 PwC Building, Singapore 048424. SOFTBANK is the sole
shareholder of SB Singapore. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present occupation or
employment of each director, executive officer and controlling person of SB
Singapore is as follows:
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
David K. Lee 5-12-5 Tokyo, Director
Koto-ku Tokyo, Japan
Loke Poh Kuen 47 Spottiswoode Park Road Director
#14-12 Oakswoode
Heights Singapore 088643
SOFTBANK is a Japanese corporation, the principal business of which is
a holding corporation. The principal
------------------------ -------------------------
CUSIP No. 804099208 PAGE 12 OF 28
------------------------ -------------------------
business address of SOFTBANK, which also serves as its principal office, is
24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-8501, Japan. Pursuant to
Instruction C to Schedule 13D of the Act, the name, residence or business
address, and present occupation or employment of each director, executive
officer and controlling person of SOFTBANK is as follows:
NAME RESIDENCE OR BUSINESS ADDRESS PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------- ----------------------------------
Masayoshi Son 24-1, Nihonbashi-Hakozakicho, President & CEO of SOFTBANK
Chuo-ku, Tokyo 103-8501, Japan
Yoshitaka Kitao NTF Takebashi Building, Director of SOFTBANK; President & CEO of
8th Floor, 3-15, SOFTBANK FINANCE CORPORATION
Kanda-Nishikicho,
Chiyoda-ku,
Tokyo 101-0054, Japan
Ken Miyauchi 24-1, Nihonbashi-Hakozakicho, Director of SOFTBANK; President &
Chuo-ku, Tokyo 103-8501, Japan CEO of SOFTBANK EC HOLDINGS CORP.
Kazuhiko Kasai 24-1, Nihonbashi-Hakozakicho, Director of SOFTBANK
Chuo-ku, Tokyo 103-8501, Japan
Masahiro Inoue 3-6-7, Kita Aoyama, Director of SOFTBANK; President & CEO of
Minato-ku, Yahoo Japan Corporation
Tokyo 107-0061, Japan
Ronald D. Fisher 300 Delaware Avenue, Director of SOFTBANK; Vice Chairman of
Wilmington, DE 19801, SOFTBANK Holdings Inc.
U.S.A.
Jun Murai, Ph.D KEIO University Director of SOFTBANK; Professor, Faculty of
Faculty of Environmental Information Environmental Information of KEIO University
4-5-29 Komaba
Meguro-ku, Tokyo 153-8503
Tadashi Yanai Shibuya Mark City West, Director of SOFTBANK; President & CEO of
13th Floor, 12-1, Dogenzaha, Fast Retailing Co., Ltd.
1-Chome, Shibuya-ku,
Tokyo 150-0043, Japan
Mark Schwartz 888 Seventh Avenue, Director of SOFTBANK; President & CEO of
56th and 57th Streets, Soros Fund Management LLC
New York, NY 10016,
U.S.A.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 13 OF 28
------------------------ -------------------------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Subscription Agreement, dated October 7, 2002, between
the Company and the Investor (the "Subscription Agreement"), the Investor
purchased 7,558,140 Equity Shares for an aggregate purchase price of US$13.0
million in cash. The source of funds used by the Investor to purchase the Equity
Shares are in the form of partnership contributions to the Fund, which in turn
were contributed by the Fund to the Investor in the form of a shareholder's
contribution.
ITEM 4. PURPOSE OF TRANSACTION
The Investor acquired and continues to hold the Equity Shares reported
herein for investment purposes. Depending on market conditions and other factors
that the Reporting Persons may deem material to their investment decisions, the
Reporting Persons may purchase additional stock in the open market or in private
transactions. Depending on these same factors, the Investor may sell all or a
portion of the Equity Shares in private transactions or in the open market.
In addition, in connection with the purchase of Equity Shares, the
Investor entered into the Investor Rights Agreement and a Registration Rights
Agreement (each as described in Item 6 below), which contains provisions
regarding, among other things, the acquisition, registration, disposition and
voting of Equity Shares as well as certain provisions regarding the composition
of the Company's board of directors (the "Board")
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals which relate to any of the events described in
clauses (a) through (j) of the instructions to Item 4 of Schedule 13D of the
Act. (1)
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) INVESTOR
The aggregate number of Equity Shares that the Investor may be
deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
21,775,623 (including 7,558,140 Equity Shares beneficially owned by the Investor
and an aggregate of 14,217,483 by Satyam and Venture Tech), which constitutes
approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech.
The Investor disclaims such beneficial ownership.
FUND
------------------------ -------------------------
CUSIP No. 804099208 PAGE 14 OF 28
------------------------ -------------------------
The aggregate number of Equity Shares that the Fund may be
deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
21,775,623 (including 7,558,140 Equity Shares beneficially owned by the Fund and
an aggregate of 14,217,483 by Satyam and Venture Tech), which constitutes
approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech.
The Fund disclaims such beneficial ownership.
GP
The aggregate number of Equity Shares that the GP may be
deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
21,775,623 (including 7,558,140 Equity Shares beneficially owned by the GP and
an aggregate of 14,217,483 by Satyam and Venture Tech), which constitutes
approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech.
The GP disclaims such beneficial ownership.
SB INVESTMENTS
The aggregate number of Equity Shares that SB Investments may
be deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
21,775,623 (including 7,558,140 Equity Shares beneficially owned by SB
Investments and an aggregate of 14,217,483 by Satyam and Venture Tech), which
constitutes approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech. SB
Investments disclaims such beneficial ownership.
ASIA INVESTMENTS
The aggregate number of Equity Shares that Asia Investments
may be deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act,
is 21,775,623 (including 7,558,140 Equity Shares beneficially owned by Asia
Investments and an aggregate of 14,217,483 by Satyam and Venture Tech), which
constitutes approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
------------------------ -------------------------
CUSIP No. 804099208 PAGE 15 OF 28
------------------------ -------------------------
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech.
Asia Investments disclaims such beneficial ownership.
SB SINGAPORE
The aggregate number of Equity Shares that SB Singapore may be
deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
21,775,623 (including 7,558,140 Equity Shares beneficially owned by SB Singapore
and an aggregate of 14,217,483 by Satyam and Venture Tech), which constitutes
approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech. SB
Singapore disclaims such beneficial ownership.
SOFTBANK
The aggregate number of Equity Shares that SOFTBANK may be
deemed to own beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is
21,775,623 (including 7,558,140 Equity Shares beneficially owned by SOFTBANK and
an aggregate of 14,217,483 by Satyam and Venture Tech), which constitutes
approximately 66.4% of the outstanding Equity Shares.
By virtue of the Investor Rights Agreement, the Reporting
Persons may be deemed to be a group with Satyam and Venture Tech within the
meaning of Section 13(d)(3) of the Act, and, as a result, to have beneficial
ownership of the Equity Shares beneficially owned by Satyam and Venture Tech.
SOFTBANK disclaims such beneficial ownership.
(b) INVESTOR
The Investor has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 7,558,140 Equity Shares.
FUND
As the sole shareholder of the Investor, the Fund has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 7,558,140 Equity Shares.
GP
Because of its position as sole general partner of the Fund
and the sole shareholder of the Investor, GP has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 7,558,140 Equity
Shares.
SB INVESTMENTS
------------------------ -------------------------
CUSIP No. 804099208 PAGE 16 OF 28
------------------------ -------------------------
Because of its position as the sole general partner of the GP,
the sole general partner of the Fund and the sole shareholder of the Investor,
SB Investments has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 7,558,140 Equity Shares.
ASIA INVESTMENTS
Because of its position as the sole shareholder of SB
Investments, the sole general partner of the GP, the sole general partner of the
Fund and the sole shareholder of the Investor, Asia Investments has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 7,558,140 Equity Shares.
SB SINGAPORE
Because of its position as a voting shareholder of Asia
Investments (which exercises control with respect to Asia Investments' interest
in SB Investments), the sole shareholder of SB Investments, the sole general
partner of the GP, the sole general partner of the Fund and the sole shareholder
of the Investor, SB Singapore has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of 7,558,140 Equity Shares.
SOFTBANK
Because of its position as the sole shareholder of SB
Singapore, a voting shareholder of Asia Investments (which exercises control
with respect to Asia Investments' interest in SB Investments), the sole
shareholder of SB Investments, the sole general partner of the GP, the sole
general partner of the Fund and the sole shareholder of the Investor, SB
Singapore has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 7,558,140 Equity Shares.
(c) On October 7, 2002, the Investor and the Company entered into
a Subscription Agreement (the "Subscription Agreement") whereby the Investor
agreed, pursuant to the terms contained therein, to purchase an aggregate of
7,558,140 Equity Shares at a price per share equal to US$1.72 comprising an
aggregate purchase price of US$13.0 million in cash. The transactions
contemplated under the Subscription Agreement were privately negotiated and
closed on December 16, 2002.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference.
INVESTOR RIGHTS AGREEMENT. In connection with the Investor's purchase
of Equity Shares, the Company, the Investor, Satyam and Venture Tech entered
into the Investor Rights Agreement. The Investor Rights Agreement provides for
the Investor, Satyam and Venture Tech to vote its Equity Shares for the purpose
of designating members to the Board on the following terms:
o Two individuals shall be designated by each of the Investor,
Satyam and Venture Tech (for so long as the Investor, Satyam and Venture Tech,
as the case may be, holds in aggregate at least 10% of the outstanding Equity
Shares)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 17 OF 28
------------------------ -------------------------
and one individual designated by each of the Investor, Satyam and Venture Tech
(for so long as the Investor, Satyam and Venture Tech, as the case may be, hold
in aggregate at least 5% of the Equity Shares).
o One individual shall be designated by South Asia Regional Fund
Limited ("SARF"), a Mauritius company (for so long as SARF is entitled to
appoint one member to the Board pursuant to a Share Subscription and
Shareholders Agreement, dated as of February 5, 1999, by and among SARF, Satyam
and the Company (as amended on September 14, 1999).
o The members to the Board described above along with the
managing director of the Company shall appoint by majority vote such number of
additional members to the Board from a list of independent directors nominated
in accordance with the provisions of the Investor Rights Agreement such that the
number of members to the Board is increased to nine.
o The chairman of the Board shall be appointed from among the
members of the Board by a majority vote of the directors nominated by the
Investor and Venture Tech.
o One director nominated by each of the Investor and Venture
Tech shall be appointed to each of the audit committee, the nominating committee
and the compensation committee (to the extent permitted by requirements of law).
The Investor, Satyam and Venture Tech are also required to
cooperate in the removal and replacement of any director designated by the
Investor, Satyam and Venture Tech, as the case may be.
Until the date that neither the Investor (together with its
permitted transferees) nor Venture Tech (together with its permitted
transferees) holds at least 7.5% of the non-diluted Equity Shares, the Company
is prohibited by the Investor Rights Agreement from taking any of the following
actions without the approval of three-fourths majority of the aggregate number
of Equity Shares held by the Investor (together with its permitted transferees)
and Venture Tech (together with its permitted transferees):
o Any change in the capital structure of the Company or issue
(other than employee shares options) Equity Shares or equivalents or other
rights to subscribe for, acquire or call for shares or redemption or purchase by
the Company of shares or a reduction in the share capital of the Company or in
any way change the share capital of the Company;
o The issue of any debenture, the making of any loan or
extension of any indebtedness by the Company or the granting of any credit or
creation of any encumbrance over any of the Company's assets, or the entering
into of any guarantee or indemnity except in limited circumstances such as in
the ordinary course of business and as contemplated by the Company's business
plan;
o Appoint any director of the Company or member to any committee
except in accordance with the Investor Rights Agreement;
------------------------ -------------------------
CUSIP No. 804099208 PAGE 18 OF 28
------------------------ -------------------------
o The merger, acquisition or winding up of the Company or
participation in any scheme of reconstruction or any settlement involving the
Company or liquidation or dissolution of the Company;
o Any acquisition of the whole or substantially the whole of the
assets and undertaking of the Company or an acquisition by the Company of any
part of (or the whole of) the stock or assets and undertakings of another
company;
o The assignment, sale or other disposal, lease or lending in
any twelve month period of any asset or related group of assets of the Company
having a net book value in aggregate in excess of 10% of the net book value of
the assets of the Company;
o The declaration of any dividend, distribution of Company's
share capital or purchase, redemption or any kind of acquisition of any of the
Company's capital stock or equivalents (other than pursuant to the Investor
Rights Agreement);
o The Company establishing or materially varying any share or
share option plan for any director or employee of the Company. Any loan to or
repayment of debts to directors, officers or affiliates of the Company except as
may be agreed by the Investor prior to the date of the Investor Rights
Agreement;
o Any transaction by the Company with any shareholder or any
associated company of any shareholder or any directors of the Company or the
related parties of any of them involving consideration given or received in
excess of US$100,000; and
o Any change in the nature or material modification of the
business undertaken by the Company.
The Investor Rights Agreement also provides for transfer restrictions
on the Equity Shares held by the Investor, Satyam and Venture Tech, including
the following:
o RIGHT OF FIRST OFFER. In the event that the Investor, Satyam
or Venture Tech wishes to transfer any restricted Equity Shares to a third
party, each of the Investor (and its permitted transferees) and Venture Tech
(and its permitted transferees) shall have the right to purchase a proportionate
number of the offered restricted Equity Shares at the offered price per share.
o TAG-ALONG RIGHT. In the event that Venture Tech (or its
permitted transferee) is transferring any restricted Equity Shares to a third
party, then Satyam shall have the right to require the third party to purchase a
proportionate number of restricted Equity Shares held by Satyam at the same
price per share to be received by Venture Tech.
o DRAG-ALONG RIGHT. In the event that the Investor (or its
permitted transferee) wishes to sell all or a portion of its Equity Shares to a
third party
------------------------ -------------------------
CUSIP No. 804099208 PAGE 19 OF 28
------------------------ -------------------------
in a transaction approved by three-fourths majority of the aggregate of the
Equity Shares held by the Investor (and its permitted transferees) and Venture
Tech (and its permitted transferees), then the Investor shall have the right to
require Satyam and Venture Tech to sell all or a portion of their Equity Shares
to such third party at the same price per share to be received by the Investor.
o PRE-EMPTIVE RIGHTS. Except with respect to certain exempt
issuances described in the Investor Rights Agreement, if the Company wishes to
issue any share capital or other securities convertible into share capital to
any person, then the Company shall offer a proportionate amount of such share
capital or other securities to each of the Investor, Satyam and Venture Tech at
a price per security equal to the Company's offered price.
REGISTRATION RIGHTS AGREEMENT. Additionally, in connection with the
Investor's purchase of Equity Shares, the Company and the Investor entered into
a Registration Rights Agreement, dated October 7, 2002 (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, the Company is
required to immediately register in a shelf registration the Equity Shares held
by the Investor for re-sale in the public markets. The Investor also has
piggy-back registration rights to include Equity Shares in any registration
statement the Company files on its own behalf or on behalf of other
shareholders. In addition, the Investor will have the right to request the
Company to register its Equity Shares on a registration statement on up to two
occasions.
References to, and descriptions of, the Investor Rights Agreement and
the Registration Rights Agreement in this Item 6 are qualified in their entirely
by reference to the copies of the Investor Rights Agreement and the Registration
Rights Agreement which are included as Exhibit 1 and Exhibit 2, respectively, to
this statement and which are incorporated by reference in this Item 6 in their
entirety where such references and descriptions appear.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or relationships
with respect to the Equity Shares owned by Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Investor Rights Agreement, dated October 7, 2002, by and
among the Company, the Investor, Satyam and Venture Tech, filed herewith.
Exhibit 2 - Registration Rights Agreement, dated October 7, 2002, by
and among the Company and the Investor, filed herewith.
Exhibit 3 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)(iii)
among the Reporting Persons, filed herewith.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 20 OF 28
------------------------ -------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated as of December 24, 2002
SAIF INVESTMENT COMPANY LIMITED
By: /s/ Andrew Y. Yan
-----------------------------------
Name: Andrew Y. Yan
Title: Director
SB ASIA INFRASTRUCTURE FUND, L.P.
By: /s/ Ronald D. Fisher
-----------------------------------
Name: Ronald D. Fisher
Title: Director of SB Asia Pacific
Investments Limited, which is
the General Partner of SB
Asia Pacific Partners L.P.,
which is the General Partner
of SB Asia Infrastructure
Fund
SB ASIA PACIFIC PARTNERS, L.P.
By: /s/ Ronald D. Fisher
-----------------------------------
Name: Ronald D. Fisher
Title: Director of SB Asia Pacific
Partners, L.P.
SB ASIA PACIFIC INVESTMENTS LIMITED
By: /s/ Ronald D. Fisher
-----------------------------------
Name: Ronald D. Fisher
Title: Director
------------------------ -------------------------
CUSIP No. 804099208 PAGE 21 OF 28
------------------------ -------------------------
ASIA INFRASTRUCTURE INVESTMENTS LIMITED
By: /s/ Ronald D. Fisher
-----------------------------------
Name: Ronald D. Fisher
Title: Director
SB FIRST SINGAPORE PTE LTD.
By: /s/ David K. Lee
-----------------------------------
Name: David K. Lee
Title: Director
SOFTBANK CORP.
By: /s/ Steven J. Murray
-----------------------------------
Name: Steven J. Murray
Title: Attorney-in-Fact of
SOFTBANK Corp.
------------------------ -------------------------
CUSIP No. 804099208 PAGE 22 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ Andrew Y. Yan
--------------------------------------------------------------------------------
Signature
Andrew Y. Yan, Director of SAIF Investment Company Limited
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 23 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ Ronald D. Fisher
--------------------------------------------------------------------------------
Signature
Ronald D. Fisher, Director of SB Asia Pacific Investments Limited, which is the
General Partner of SB Asia Pacific Partners, L.P., which is the General Partner
of Asia Infrastructure Fund, L.P.
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 24 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ Ronald D. Fisher
--------------------------------------------------------------------------------
Signature
Ronald D. Fisher, Director of SB Asia Pacific Investments Limited, which is the
General Partner of SB Asia Pacific Partners, L.P.
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 25 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ Ronald D. Fisher
--------------------------------------------------------------------------------
Signature
Ronald D. Fisher, Director of SB Asia Pacific Investments Limited
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 26 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ Ronald D. Fisher
--------------------------------------------------------------------------------
Signature
Ronald D. Fisher, Director of Asia Infrastructure Investments Limited
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 27 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ David K. Lee
--------------------------------------------------------------------------------
Signature
David K. Lee, Director of SB First Singapore Pte Ltd.
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
------------------------ -------------------------
CUSIP No. 804099208 PAGE 28 OF 28
------------------------ -------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 24, 2002
--------------------------------------------------------------------------------
Date
/s/ Steven J. Murray
--------------------------------------------------------------------------------
Signature
Steven J. Murray, Attorney-in-Fact of SOFTBANK Corp.
--------------------------------------------------------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)