As filed with the Securities and Exchange Commission on January 11, 2007
Registration Statement No. 333-_____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Syntel, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Michigan
(State or Other Jurisdiction
of Incorporation or Organization)
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38-2312018
(I.R.S. Employer
Identification No.) |
525 East Big Beaver Road Suite 300
Troy, Michigan 48083
(248) 619-2800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Bharat Desai
Chairman and Chief Executive Officer
525 East Big Beaver Road Suite 300
Troy, Michigan 48083
(248) 619-2800
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
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Daniel Moore, Esq.
CAO, General Counsel and
Secretary
525 East Big Beaver Road
Suite 300
Troy, MI 48083
(248) 619-3508
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D. Richard McDonald, Esq.
Dykema Gossett PLLC
39577 North Woodward Avenue
Suite 300
Bloomfield Hills, MI 48304
(248) 203-0859
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Fred B. Green, Esq.
Bodman LLP
6th Floor at Ford Field
1901 St. Antoine Street
Detroit, MI 48226
(313) 392-1055
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Andrew J. Pitts, Esq.
Cravath, Swaine & Moore
LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000 |
Approximate date of commencement of proposed sale to public: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
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If this Form is used to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. þ
File No. 333-139227
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the
following box. o
CALCULATION OF REGISTRATION FEE
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Title of Each |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Class of Securities To be |
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Offering Price per |
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Aggregate Offering |
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Registration |
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Registered |
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Amount to be Registered |
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Share(1) |
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Price(2) |
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Fee(3) |
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Common Stock, without par value
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632,500 |
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29.00 |
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18,342,500 |
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$ |
1,962.65 |
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Based on the public offering price. |
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In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an
additional amount of securities having a proposed maximum aggregate offering price of no more
than 20% of the maximum aggregate offering price of the securities eligible to be sold under
the related Registration Statement on Form S-3 (File No. 333-139227), as amended, is hereby
registered. |
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The registrant previously registered an aggregate of 3,450,000 in common shares on the
Registration Statement on Form S-3 (File No. 333-139227), for which a filing fee of $9,823 was
previously paid. |
This Registration Statement shall become effective upon filing with the Securities and
Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
TABLE OF CONTENTS
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional
shares of Common Stock, without par value, of Syntel, Inc., a corporation organized under the laws
of the State of Michigan, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the earlier effective registration statement (File No. 333-139227) are incorporated in
this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All exhibits filed with or incorporated by reference in Registration Statement No. 333-139227
are incorporated by reference into, and shall be deemed part of, this registration statement,
except the following, which are filed herewith.
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| Exhibit No. |
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Description |
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5.1
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Opinion of Dykema Gossett PLLC |
23.1
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Consent of Independent Registered Public Accounting Firm — Crowe
Chizek and Company LLC |
23.2
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Consent of Independent Registered Public Accounting Firm — Ernst
& Young LLP |
23.3
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Consent of Dykema Gossett PLLC (contained in Exhibit 5.1) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that
it has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Troy, in the State of Michigan, on January 11, 2007.
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SYNTEL, INC.
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By: |
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Daniel M. Moore |
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Chief Administrative Officer, General
Counsel and Secretary |
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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 January 11, 2007.
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Title |
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Bharat Desai |
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Chairman and Chief Executive Officer
(Principal Executive Officer) and Director |
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Arvind Godbole |
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Chief Financial Officer,
(Principal Financial and Accounting Officer) |
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Neerja Sethi |
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Vice President, Corporate Affairs and Director |
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Paritosh K. Choksi |
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Director |
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George R. Mrkonic, Jr. |
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Director |
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Vasant Raval |
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Director |
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Paul R. Donovan |
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Director |
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James Swayzee |
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Director |
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* By:
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/s/ Daniel M. Moore
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Attorney-in-fact |
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Daniel M. Moore |
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