0001140361-18-040320.txt : 20181009 0001140361-18-040320.hdr.sgml : 20181009 20181009171530 ACCESSION NUMBER: 0001140361-18-040320 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181009 DATE AS OF CHANGE: 20181009 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53569 FILM NUMBER: 181114359 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Atos S.E. CENTRAL INDEX KEY: 0001747973 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: RIVER OUEST, 80 QUAI VOLTAIRE CITY: BEZONS STATE: I0 ZIP: 95877 BUSINESS PHONE: 33-1-73-26-00-00 MAIL ADDRESS: STREET 1: RIVER OUEST, 80 QUAI VOLTAIRE CITY: BEZONS STATE: I0 ZIP: 95877 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)


Syntel, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

87162H103
(CUSIP Number)

Alexandre Menais
EVP M&A
and General Counsel
Atos S.E.
River Ouest
80 Quai Voltaire, 95877 Bezons, France

with a copy to:

Jaclyn L. Cohen, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

October 9, 2018
(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 §§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 §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, as amended (“Securities Exchange Act”) or otherwise subject to the liabilities of that section of the Securities Exchange Act but shall be subject to all other provisions of the Securities Exchange Act (however, see the Notes).

CUSIP No. 87162H103
    

1
NAME OF REPORTING PERSON
 
 
Atos S.E.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 
OO
 
 
 
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
France
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 
100 (See item 4)
 
 
 
 
8
SHARED VOTING POWER
 
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 
100 (See item 4)
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
100 (see Item 4)
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
100%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 
CO
 
 
 
 

SCHEDULE 13D

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to shares of common stock, no par value (the “Common Stock”) of Syntel, Inc., a Michigan corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on July 30, 2018 (the “Original 13D” and, together with this Amendment, the “13D”). Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original 13D.

On October 9, 2018, Atos S.E., a société européenne (European company) organized under the laws of France (“Atos”) and Green Merger Sub, Inc., a Michigan corporation and indirect wholly-owned subsidiary of Atos (“Merger Sub”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of July 20, 2018, by and among the Issuer, Atos and Merger Sub (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the “Merger”) with the Issuer surviving the Merger as an indirect wholly-owned subsidiary of Atos (the “Surviving Corporation”) and Merger Sub ceasing to exist following the Merger.

Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

Closing of the Merger

At the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive the Merger Consideration.  Further, at the effective time of the Merger, the 100 shares of common stock, no par value per share, of Merger Sub that were issued and outstanding immediately prior to the effective time of the Merger were converted into and became 100 shares of common stock, no par value per share, of the Surviving Corporation.

In connection with the closing of the Merger, each share of Common Stock that previously traded under the stock symbol “SYNT”, ceased trading on, and are being delisted from, the NASDAQ Global Select Market.

In connection with the Merger, each member of the Board of Directors of the Issuer (the “Issuer Board”) resigned from the Issuer Board, including any committee thereof. At the effective time of the Merger, the board of directors of Merger Sub immediately prior to the effective time of the Merger became the board of directors of the Issuer.

Item 5.
Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby supplemented as follows:

The responses of the Reporting Person to rows (7) through (13) of the cover page to this Schedule 13D are incorporated by reference in this Item 5 as if fully set forth herein.

(a) and (b) As a result of the Merger and pursuant to the Merger Agreement, (i) Atos acquired and, for purposes of Rule 13d-3 under the Exchange Act, beneficially owns 100% of the outstanding shares of Common Stock of the Issuer; and (ii) Atos has sole power to vote and dispose of 100% of such shares.

(c) Except for the Merger Agreement, to the knowledge of Atos, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Annex A or Item 5(a).

(d) To the knowledge of Atos, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e) Inapplicable.

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.

Dated as October 9, 2018

ATOS S.E.

By:
/s/ Alexandre Menais
  
Name:
Alexandre Menais
  
Title:
EVP M&A and General Counsel