sv8pos
As
filed with the Securities and Exchange Commission on
October 6, 2005
Registration No. 333-123043
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement under the Securities Act of 1933
Wipro Limited
(Exact name of Registrant as specified in its charter)
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Karnataka, Republic of India
(State or other jurisdiction of
incorporation or organization)
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7371
(Primary Standard Industrial
Classification Code Number)
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98-015-4401
(I.R.S. Employer
Identification Number) |
Doddakannelli
Sarjapur Road
Bangalore — 560035, Karnataka, India
(Address of principal executive offices)
2004 ADS RESTRICTED STOCK UNIT PLAN
(Full title of the plan)
CT Corporation System
818 West
7th Street
Los Angeles, California 90017
(Name and address of agent for service)
(213) 627-8252
(Telephone number, including area code, of agent for service)
Copies to:
Raj S. Judge, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
TABLE OF CONTENTS
INCORPORATION BY REFERENCE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, (this “Post
Effective Amendment No. 1”), filed pursuant to Instruction E on Form S-8 relates to the
Registration Statement on Form S-8 (No. 333-123043) (the “Registration Statement”) of
Wipro Limited (the “Registrant” or the “Company”) originally filed by the Company
with the United States Securities and Exchange Commission on February 28, 2005 (the
“Registration Statement”). Under the Registration Statement, the Company has registered
6,000,000 equity shares of the
Company, par value Rs. 2 per equity share (“Equity
Share”), each represented by one American Depositary
Share (“ADS”), to be sold in connection with
the Company’s 2004 ADS Restricted Stock Unit Plan. The contents of the Registration Statement are
incorporated herein by reference.
POST-EFFECTIVE AMENDMENT NO. 1
On
August 24, 2005, the Company’s Board of Directors approved
the allotment of a stock dividend in the ratio of 1:1, whereby each
holder of the Company’s Equity Shares would receive one (1) Equity Share for each Equity Share held
by such holder prior to the payment of the stock dividend and each holder of the Company’s ADSs
would receive one (1) ADS for each ADS held by such holder prior to the payment of the stock
dividend (collectively, the “Stock Dividend”). After giving effect to Stock Dividend, the
aggregate number of Equity Shares issuable under the Company’s 2004 ADS Restricted Stock Unit Plan
increased from 6,000,000 to 12,000,000. This Post-Effective Amendment No. 1 amends the Registration Statement to reflect the Stock
Dividend.
PART II
Item 8. Exhibits
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| Exhibit |
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| Number |
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Exhibit Description |
4.1
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Form of Deposit Agreement (including as an exhibit, the form of American
Depositary Receipt)* |
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5.1
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Opinion of Nishith Desai Associates, as to legality of securities being registered |
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10.4
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2004 ADS Restricted Stock Unit Plan and form of agreement thereunder** |
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23.1
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Consent of KPMG, independent registered public accounting firm |
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23.3
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Consent of Counsel (Included in Exhibit 5.1) |
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24.1
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Power of Attorney (Previously filed) |
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Documents incorporated by reference from the Registrant’s Registration Statement on Form F-1, as
amended (No. 333-46278), originally filed with the Securities and Exchange Commission on September
21, 2000. |
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| ** |
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Documents incorporated by reference from the Registrant’s Registration Statement on Form S-8,
(No. 333-123043) originally filed with the Securities and Exchange Commission on February 28, 2005. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this Post Effective Amendment No. 1 and has duly caused this Post Effective Amendment No. 1
to be signed on its behalf by the undersigned, thereunto duly authorized, in the Bangalore,
Karnataka, Republic of India, on October 6, 2005.
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Wipro Limited
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By: |
/s/ Azim H. Premji
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Azim H. Premji |
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Chief Executive Officer and Chairman of the Board |
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Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment
No. 1 has been signed by the following persons in the capacities and on the dates indicated.
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| Signature |
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Title |
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| /s/ Azim H. Premji
Azim H. Premji |
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Chief Executive
Officer, Chairman
of the Board of
Directors and
Managing Director
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October 6, 2005 |
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Suresh C. Senapaty |
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Chief Financial
Officer and
Executive Vice
President - Finance
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October 6, 2005 |
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Dr. Ashok Ganguly |
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Director
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October 6, 2005 |
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B.C. Prabhaker |
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Director
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October 6, 2005 |
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Dr. Jagdish N. Sheth |
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Director
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October 6, 2005 |
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Narayanan Vaghul |
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Director
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October 6, 2005 |
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P.M. Sinha |
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Director
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October 6, 2005 |
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| *By: |
/s/ Azim H. Premji
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Azim H. Premji |
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Attorney-in-Fact |
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EXHIBIT INDEX
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| Exhibit |
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| No. |
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Description |
4.1
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Form of Deposit Agreement (including as an exhibit, the form of American
Depositary Receipt)* |
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5.1
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Opinion of Nishith Desai Associates, as to legality of securities being registered |
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10.4
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2004 ADS Restricted Stock Unit Plan and form of agreement thereunder** |
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23.1
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Consent of KPMG, independent registered public accounting firm |
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23.3
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Consent of Counsel (Included in Exhibit 5.1) |
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24.1
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Power of Attorney (Previously filed) |