UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the quarter ended December 31, 2005
Commission File Number 000-25383
Infosys Technologies Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Bangalore, Karnataka, India
(Jurisdiction of incorporation or organization)
Electronics City, Hosur Road, Bangalore — 560 100, Karnataka, India. +91-80-2852-0261
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(Address of principal executive offices) |
Indicate by check mark registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
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 12g 3-2(b) under the Securities
Exchange Act of 1934.
Yes o Noþ
If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 2g 3-2(b).
Not applicable.
DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
We hereby furnish the United States Securities and Exchange Commission with copies of the
following information concerning our public disclosures regarding our results of operations and
financial condition for the quarter ended December 31, 2005. The following information shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
On January 11, 2006, we announced our results of operations for the quarter ended December 31,
2005. We issued press releases announcing our results under U.S. Generally Accepted Accounting
Principles (“GAAP”) and Indian GAAP, copies of which are attached to this Form 6-K as Exhibits 99.1
and 99.2, respectively.
On January 11, 2006, we held a press conference to announce our results, which was followed
by a question and answer session with those attending the press conference. The transcript of this
press conference is attached to this Form 6-K as Exhibit 99.3.
In our press conference, we used a presentation entitled “Performance of the Infosys group for
the Third Quarter ended December 31, 2005,” which we have attached to this Form 6-K as Exhibit
99.4. We have also made available to the public on our web site, www.infosys.com, a fact sheet
that provides details on our profit and loss account summary for the quarters ended December 31,
2005 and 2004 (as per Indian GAAP); profit and loss account summary for the nine months ended
December 31, 2005 and 2004 (as per Indian GAAP); revenue by geographical segment, service offering,
project type, and industry classification; information regarding our client concentration; employee
information and metrics; infrastructure information; consolidated IT services information; and
reconciliation of accounts as per Indian GAAP and U.S. GAAP. We have attached this fact sheet to
this Form 6-K as Exhibit 99.5.
On January 11, 2006, we also held two teleconferences with investors and analysts to discuss
our results. Transcripts of those two teleconferences are attached to this Form 6-K as Exhibits
99.6 and 99.7, respectively.
Our officers held a question and answer session with analysts from CNBC India on January 11,
2006. The transcript of this question and answer session is attached to this Form 6-K as Exhibit
99.8. In addition, our officers and directors attended a “Meet the Investors” interview conducted
by NDTV, a national news television channel in India on January 11, 2006. The transcript of this
session is attached to this Form 6-K as Exhibit 99.9.
We placed advertisements in certain Indian newspapers concerning our results of operations for
the quarter ended December 31, 2005, under Indian GAAP. A copy of the form of this advertisement
is attached to this Form 6-K as Exhibit 99.10.
We have made available to the public on our web site, www.infosys.com, the following: U.S.
GAAP Unaudited Consolidated Financial Information for the quarter ended December 31, 2005; Auditors’
Report to the Members of Infosys Technologies Limited, Indian GAAP Financial Statements and
Schedules to the Financial Statements for the quarter and nine months ended December 31, 2005; and
Auditors’ Report to the Board of Directors on the Consolidated Financial Statements of Infosys
Technologies Limited and its Subsidiaries, Indian GAAP Consolidated Financial Statements of and
Infosys Technologies Limited and Subsidiaries and Schedules to the Consolidated Financial
Statements for the quarter ended December 31, 2005. We have attached these documents to this Form
6-K as Exhibits 99.11, 99.12, and 99.13, respectively.
Our
chief mentor, Mr. N.R. Narayana Murthy met with the employees of the
company in an “Infosys Meets its Mentor” session conducted
by NDTV. The transcript of this session is attached to this Form 6-K
as Exhibit 99.14.