UNITED STATES
SECURITEIS AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2002
SILVERLINE TECHNOLOGIES LIMITED
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant's name into English)
Republic of India
(Jurisdiction of incorporation or organization)
1405, Maker Chamber V, Nariman Point
Mumbai (Bombay) 400021
India
91-22 22049161
(Address of principal executive officers)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F. Form 20F X Form 40F______
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes_____ No X
If "Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b). Not applicable.
SILVERLINE TECHNOLOGIES LIMITED
FORM 6-K
Silverline Technologies Limited (the "Company") announced on December
20, 2002 the following update on its operational status.
The Company is nearing completion of its audited Annual Report on Form
20-F for the fiscal year ended March 31, 2002 to be filed with the Securities
and Exchange Commission. An unaudited transition report for a three-month period
ended June 30, 2002 also will be filed with the Form 20-F because the Company
changed its fiscal year from March 31 to June 30. The Company will then promptly
distribute its Annual Report to its shareholders in accordance with the rules of
the New York Stock Exchange.
The Company had previously filed an extension of the time to file its
Annual Report on Form 20-F under Rule 12b-25 of the Securities Exchange Act of
1934, as amended, to November 15, 2002. Due to the late change in the Company's
independent auditors for its major subsidiary, Silverline Technologies Inc., and
the Christmas holidays, the Company expects to file its Annual Report on Form
20-F in the next four weeks.
On December 2, 2002, Ram Associates, an independent audit firm, was
retained to perform the audit for the fiscal year ended March 31, 2002 and for
the three-month period ended March 31, 2001. The financial audit for the year
ended December 31, 2000 had been performed by Deloitte & Touche LLP
("Deloitte"). The Company would like to thank Deloitte for its past services.
While the Company is deeply appreciative of Deloitte's services, the Company's
present cost-cutting policies necessitated the change in auditors. The Company
welcomes Ram Associates as its new independent auditors.
On October 29, 2002, Mr. K. Kulathu Subramanian was appointed a
Wholetime Director of the Company. On December 3, 2002, Dr. Nirmal Jain, then
the Company's Vice Chairman of the Board of Directors, President and Chief
Executive Officer, resigned from his positions with the Company for personal
reasons. Dr. Jain had served in such capacities since August 6, 2002. Ravi
Subramanian, the Company's Chairman of the Board of Directors, was appointed
Chief Executive Officer by the Board.
As part of the Company's ongoing operational and financial
restructuring, the Company has also begun new initiatives in Business Process
Outsourcing ("BPO") / IT Enabled Services ("ITES") in addition to the
applications development and software consulting services. The company also
announced that it is in negotiations with major BPO/ ITES vendors in US & Europe
and anticipate outsourcing of new projects in these areas from its Software
Technology Park ("STP") Centers at Chennai and Thane, India. As a result, the
onsite-based activities in New Jersey, USA will be scaled down and the new
projects initiatives will be driven from the offshore sites.
The Company has also completed its previously announced Global
Depository Receipts ("GDR") issuance on the Luxembourg Stock Exchange. The
Company is awaiting completion of regulatory approvals both in India and abroad
following the listing of these GDR shares. The Company is expecting to raise up
to approximately $17 million from this offering, the proceeds of which will be
used for reducing its debt and working capital.
The Company also announced that due to, among other factors, the
downturn in the market for information technology services, the Company's share
price on the New York Stock Exchange (NYSE) had fallen below the $1.00 minimum
requirement, and as a result, the Company is not currently in compliance with
the minimum share price continued listing requirements of the NYSE. The NYSE's
rules allow for a cure period of six months, subject to certain conditions.
However, in the past two weeks, the Company's stock price has been at or above
$1.00, and the Company believes that with its new business focus and plan, that
its share price will come into compliance with the NYSE's requirements.
On December 24, 2002, the Company announced in a press release that it
would strive to maintain its listing on the NYSE. The Company stated that it was
committed to continuing to work with the NYSE to ensure that it would be in
compliance with the NYSE's continued listing requirements within the allotted
cure period permitted by the NYSE.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly organized.
Date: January 10, 2003 SILVERLINE TECHNOLOGIES LIMITED
By:/s/ Ravi Subramanian
--------------------------------
Name: Ravi Subramanian
Title: Chairman and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
1. Press Release of Silverline Technologies Limited,
dated December 20, 2002.
2. Press Release of Silverline Technologies Limited,
dated December 24, 2002.
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