SC 13G 1 j3201_sc13g.htm SC 13G Schedule 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

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

 

Zamba Corporation

(Name of Issuer)

 

Common Stock, $.01 par value per share

(Title of Class of Securities)

 

98888 1108

(CUSIP Number)

 

March 4, 2002

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(continued on following page(s))



 

 

CUSIP No.  98888 1108

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

HCL Technologies America, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

0

 

6.

Shared Voting Power

3,075,031

 

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

3,075,031

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,075,031

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

 

 

11.

Percent of Class Represented by Amount in Row (9)

7.8%

 

 

12.

Type of Reporting Person (See Instructions)

CO

 

 

2



 

 

CUSIP No. 

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

HCL Technologies Limited, India

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

India

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

0

 

6.

Shared Voting Power

3,075,031

 

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

3,075,031

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

3,075,031

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

o

 

 

11.

Percent of Class Represented by Amount in Row (9)

7.8%

 

 

12.

Type of Reporting Person (See Instructions)

CO

 

 

3



 

Item 1.

 

(a)

Name of Issuer

Zamba Corporation

 

(b)

Address of Issuer's Principal Executive Offices

3033 Excelsior Boulevard, Suite 200
Minneapolis, MN  55416

 

ITEMS 2-6 INCLUSIVE FOR HCL Technologies America, Inc.

Item 2.

 

(a)

Name of Person Filing

HCL Technologies America, Inc.

 

(b)

Address of Principal Business Office or, if none, Residence

330 Potrero Avenue
Sunnyvale, CA  94085

 

(c)

Citizenship

California

 

(d)

Title of Class of Securities

Common Stock, $.01 par value per share

 

(e)

CUSIP Number

98888 1108

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing it is a:

 

 

Not Applicable.

 

 

4



 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:    3,075,031

 

(b)

Percent of class:    7.8%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    0

 

 

(ii)

Shared power to vote or to direct the vote    3,075,031

 

 

(iii)

Sole power to dispose or to direct the disposition of    0

 

 

(iv)

Shared power to dispose or to direct the disposition of    3,075,031

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

HCL Technologies America, Inc. is a wholly-owned subsidiary of HCL Technologies Limited, India.

 

 

5



 

Item 2.

Items 2-6 INCLUSIVE FOR HCL Technologies Limited, India

 

(a)

Name of Person Filing

HCL Technologies Limited, India

 

(b)

Address of Principal Business Office or, if none, Residence?

A-10&11, Sector 3, Noida 201 301, U.P. India

 

(c)

Citizenship

India

 

(d)

Title of Class of Securities

Common Stock, $.01 par value per share

 

(e)

CUSIP Number

98888 1108

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing it is a:

 

 

Not Applicable.

 

 

6



 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:    3,075,031

 

(b)

Percent of class:    7.8%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote    0

 

 

(ii)

Shared power to vote or to direct the vote    3,075,031

 

 

(iii)

Sole power to dispose or to direct the disposition of    0

 

 

(iv)

Shared power to dispose or to direct the disposition of    3,075,031

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

(a)           Not applicable.

(b)           By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 

 

 

7



 

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.

 

Date:    March 13, 2002

HCL Technologies America, Inc.

 

 

 

/s/  Sanjeev Varma

 

By:

Sanjeev Varma

 


Chief Financial Officer

 

Title

 

 

8



AGREEMENT DATED MARCH 12, 2002 RELATED TO SCHEDULE 13G

 

HCL TECHNOLOGIES LIMITED, INDIA

 

AND

 

HCL TECHNOLOGIES AMERICA, INC.

 

 

HCL Technologies Limited, India and HCL Technologies America, Inc. hereby agree to file a Schedule 13G related to Zamba Corporation together and on behalf of each party hereto and that the Schedule 13G and any amendments to the Schedule 13G may be filed on behalf of each party hereto by either party hereto. This agreement is not intended to create a “Group,” as defined by Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”) for any purposes and the parties hereto do hereby expressly disclaim any association as a group under Section 13(d)(3) of the Act. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be revoked by either party any time upon notice to the other party. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement.

 

Dated:  March 12, 2002

 

HCL TECHNOLOGIES LIMITED, INDIA

 

By:

/s/ Anil Chanana

Corporate Vice President, Finance

 

 

                AND

 

 

HCL TECHNOLOGIES AMERICA, INC.

 

By:

/s/ Sanjeev Varma

Chief Financial Officer

 

 

9