As filed with the Securities and Exchange Commission on August 22, 2006
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYNTEL, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-2312018
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
525 E. BIG BEAVER ROAD, SUITE 300, TROY, MI 48083
(Address of Principal Executive Offices) (Zip Code)
SYNTEL, INC. AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
SYNTEL INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Daniel M. Moore., Esq.
Chief Administrative Officer and Secretary
Syntel, Inc.
525 E. Big Beaver Road, Suite 300
Troy, Michigan 48083
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service: (248) 619-2800
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
TITLE OF EACH PRICE AGGREGATE AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
------------------- ------------- -------- ------------ ------------
Common Stock, No 8,000,000 $21.57 $172,560,000 $18,463.92
par value
(1) This Registration Statement shall also cover any additional shares of
Common Stock that may be necessary to adjust the number of shares reserved
for issuance pursuant to the plan as the result of any future stock split,
stock dividend or similar adjustment of the registrant's outstanding Common
Stock.
(2) This calculation is made solely for the purpose of determining the amount
of the Registration Fee pursuant to Rules 457(c) and 457(h) under the
Securities Act of 1933, as amended, based on the average of the high and
low prices for the Common Stock on the NASDAQ National Market on August 15,
2006.
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The contents of the Form S-8 Registration Statement, Registration No.
333-49435, previously filed by Syntel, Inc. (the "Registrant") are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description
------- -----------
5.1 Opinion of Dykema Gossett PLLC.
10.1 Syntel, Inc. Amended and Restated Stock Option and Incentive Plan,
filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K
dated June 1, 2006, and incorporated herein by reference.
10.2 Syntel, Inc. Amended and Restated Employee Stock Purchase Plan, filed
as filed as Exhibit 10.2 to the Registrant's Current Report on Form
8-K dated June 1, 2006, and incorporated herein by reference.
23.1 Consent of Crowe Chizek and Company LLC.
23.2 Consent of Independent Registered Public Accounting Firm - Ernst &
Young LLP.
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of Michigan, on this 21st day of August,
2006.
SYNTEL, INC.
By: /s/ Bharat Desai
------------------------------------
Bharat Desai,
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Bharat Desai,
Neerja Sethi and Daniel M. Moore and each of them acting alone, as his or her
true and lawful attorneys-in-fact and agents, with full power of substitution,
for him or her and in his or her name, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement filed by Syntel, Inc. and to file the same with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 21, 2006
Title
-----
/s/ Bharat Desai
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Bharat Desai Chairman, President and Chief Executive
Officer (Principal Executive Officer)
and Director
/s/ Arvind Godbole
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Arvind Godbole Acting Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ Neerja Sethi
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Neerja Sethi Vice President Corporate Affairs and
Director
/s/ Paritosh K. Choksi
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Paritosh K. Choksi Director
/s/ Paul R. Donovan
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Paul R. Donovan Director
/s/ George R. Mrkonic
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George R. Mrkonic Director
/s/ Vasant Raval
-------------------------------------
Vasant Raval Director
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
5.1 Opinion of Dykema Gossett PLLC.
10.1 Syntel, Inc. Amended and Restated Stock Option and Incentive Plan,
filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K
dated June 1, 2006, and incorporated herein by reference.
10.2 Syntel, Inc. Amended and Restated Employee Stock Purchase Plan, filed
as Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated
June 1, 2006, and incorporated herein by reference.
23.1 Consent of Crowe Chizek and Company LLC.
23.2 Consent of Independent Registered Public Accounting Firm - Ernst &
Young LLP
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature page).