-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ECKE05qjmQ0AGXZKKJC8V/W4N7aAEWmiBHI0jJujECH6idFw1ZtaXYmaPJHNRD6S /nC5zv4NzvAFO8wl2fAEDw== 0000950124-06-004741.txt : 20060822 0000950124-06-004741.hdr.sgml : 20060822 20060822165803 ACCESSION NUMBER: 0000950124-06-004741 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060822 DATE AS OF CHANGE: 20060822 EFFECTIVENESS DATE: 20060822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNTEL INC CENTRAL INDEX KEY: 0001040426 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382312018 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-136821 FILM NUMBER: 061049180 BUSINESS ADDRESS: STREET 1: 525 EAST BIG BEAVER ROAD STREET 2: SUITE 300 CITY: TROY STATE: MI ZIP: 48083 BUSINESS PHONE: 2486193524 MAIL ADDRESS: STREET 1: 525 EAST BIG BEAVER ROAD STREET 2: SUITE 300 CITY: TROY STATE: MI ZIP: 48083 S-8 1 k07966sv8.txt REGISTRATION STATEMENT ON FORM S-8 As filed with the Securities and Exchange Commission on August 22, 2006 Registration No. 333- ================================================================================ 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. ================================================================================ 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 - ------------------------------------- Bharat Desai Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director /s/ Arvind Godbole - ------------------------------------- Arvind Godbole Acting Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Neerja Sethi - ------------------------------------- Neerja Sethi Vice President Corporate Affairs and Director /s/ Paritosh K. Choksi - ------------------------------------- Paritosh K. Choksi Director /s/ Paul R. Donovan - ------------------------------------- Paul R. Donovan Director /s/ George R. Mrkonic - ------------------------------------- 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).
EX-5.1 2 k07966exv5w1.txt OPINION OF DYKEMA GOSSETT PLLC EXHIBIT 5.1 Dykema Gossett PLLC 39577 Woodward Avenue, Suite 300 Bloomfield Hills, Michigan 48304 August 21, 2006 Syntel, Inc. 525 E. Big Beaver Road, Suite 300 Troy, MI 48083 Ladies and Gentlemen: We have served as counsel to Syntel, Inc. (the "Company") in connection with the preparation of the Registration Statement (Form S-8) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, representing the issuance in the manner described in the Registration Statement of up to 8,000,000 shares of the Company's Common Stock pursuant to the Company's Amended and Restated Stock Option and Incentive Plan and Amended and Restated Employee Stock Purchase Plan. We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based upon such examination and our participation in the preparation of the Registration Statement, it is our opinion that the Common Stock, when issued in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including any Prospectus constituting a part thereof and any amendments thereto. Very truly yours, DYKEMA GOSSETT PLLC /s/ DYKEMA GOSSETT PLLC EX-23.1 3 k07966exv23w1.txt CONSENT OF CROWE CHIZEK AND COMPANY L.L.C. EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8, of Syntel, Inc. of our reports dated March 8, 2006, with respect to the consolidated financial statements of Syntel, Inc. and its subsidiaries as of December 31, 2005 and 2004 and for the years then ended and management's assessment of the effectiveness of internal control over financial reporting, which reports appear in the Annual Report on Form 10-K of Syntel, Inc. for the year ended December 31, 2005. /s/ Crowe Chizek and Company LLC Fort Wayne, Indiana August 21, 2006 EX-23.2 4 k07966exv23w2.txt CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to Syntel, Inc.'s Amended and Restated Stock Option and Incentive Plan and Amended and Restated Employee Stock Purchase Plan of our report dated February 20, 2004, with respect to the consolidated results of operations and cash flows for the year ended December 31, 2003 of Syntel, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Detroit, Michigan August 21, 2006 -----END PRIVACY-ENHANCED MESSAGE-----