UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 2014
Syntel, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 000-22903 | 38-2312018 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 525 E. Big Beaver Road, Suite 300, Troy, Michigan | 48083 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (248) 619-2800
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the follwing provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On January 31, 2014, the Board of Directors of Syntel appointed Prashant Ranade as Executive Vice Chairman of the Board of Directors of Syntel, Inc. (“Syntel”) with an effective date of April 21, 2014. Mr. Ranade, age 61, has served as Syntel’s Chief Executive Officer and President since February 2010 and has served as a director of Syntel since June 2007. Previously, Mr. Ranade served as the President and Chief Executive Officer of Siemens Group Logistics and Assembly Systems, NA (currently Dematic Corp.), a company that is principally involved in material handling logistics and automation, from May 2003 to November 2006. Mr. Ranade served on the board of directors at Dematic Corp. until July 2007.
On January 31, 2014, the Board of Directors of Syntel appointed Nitin Rakesh as Chief Executive Officer and President of Syntel with an effective date of April 21, 2014. Mr. Rakesh, age 42, has served as Syntel’s President-Americas, Business Development and Near Shoring Center since September 2012. Previously, Mr. Rakesh served as Managing Director and Chief Executive Officer of Motilal Oswal Asset Management Company, Ltd., a financial services company, from September 2008 to September 2012, as Syntel’s Vice President and Head of B&FS KPO Operations from February 2006 through September 2008, and developed and led Syntel’s knowledge process outsourcing business from 2002 through September 2008.
A press release announcing these events is attached to this Report as Exhibit 99.1.
(e) On January 31, 2014, Nitin Rakesh accepted the compensation package approved by the Compensation Committee of Syntel’s Board of Directors in connection with his appointment as Syntel’s Chief Executive Officer and President. Mr. Rakesh’s compensation effective April 21, 2014 will consist of a base salary of 20,000,000 Indian rupees per year and a target bonus of 10,000,000 Indian rupees and a grant of 20,000 shares of restricted Syntel stock (to vest over four years) both pursuant to the Syntel Amended and Restated Stock Option and Incentive Plan. Mr. Rakesh will also receive a payment for relocation costs of up to US$20,000 for Mr. Rakesh to move from the United States to India and up to US$30,000 in lease breakage fees necessitated by the move to India. Mr. Rakesh will receive a car and driver and will also receive the benefit package available to Syntel Limited employees.
Mr. Rakesh’s bonus will be paid no later than the end of April 2015 as compensation for the period April 21, 2014 through December 31, 2014 (the “Bonus Period”). The amount of the bonus will be based upon the achievement of certain performance goals during the Bonus Period. For purposes of the bonus, Mr. Rakesh’s performance goals will be composed of corporate financial goals related to GAAP revenue and diluted earnings per share and also of certain individual qualitative performance criteria.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
||
| 99.1 | Press Release dated February 4, 2014. | |
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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 hereunto duly authorized.
| Syntel, Inc. | ||||||||
| (Registrant) | ||||||||
| Date | February 4, 2014 | By | /s/ Daniel M. Moore | |||||
| Daniel M. Moore, Chief Administrative Officer | ||||||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 4, 2014. | |
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Exhibit 99.1
Prashant Ranade elevated to Executive Vice Chairman of Syntel, Inc. Board;
Nitin Rakesh promoted to CEO and President, effective April 21, 2014
TROY, Mich., February 4, 2014
Syntel, Inc. (NASDAQ: SYNT), a global information technology services and Knowledge Process Outsourcing (KPO) firm, today announced that Prashant Ranade, Syntel’s current Chief Executive Officer and President, will become Executive Vice Chairman of Syntel Inc.’s Board of Directors effective April 21, 2014. The Company’s Board of Directors has appointed Nitin Rakesh to the positions of Chief Executive Officer and President, succeeding Mr. Ranade effective April 21, 2014.
Nitin Rakesh will move into the CEO and President role from his current position as President—Americas, Business Development and Near Shoring Center. Before rejoining Syntel, Nitin served as Chief Executive Officer and Managing Director of Motilal Oswal Asset Management Company, Ltd., a financial services company, from September 2008 to September 2012. He previously developed and led Syntel’s Knowledge Process Outsourcing business from 2002 until 2008, playing a pivotal role in building KPO into a high performing service line.
“Under Prashant’s leadership, Syntel has transformed into one of the best performing companies in our industry. He has been instrumental in driving a culture of customer centricity, growth orientation and operational excellence across the organization”, said Bharat Desai, Syntel’s Chairman and Co-founder. “On behalf of 22,000+ Syntellers, I thank Prashant for his leadership as CEO and look forward to his continued active involvement, mentorship and strategic guidance as Executive Vice Chairman”.
“Nitin is a dynamic and experienced leader with a proven track record of success and an in-depth knowledge of the company, our clients and the markets we serve”, said Bharat Desai. “This is truly an exciting time for our company as we help our customers navigate complexity and change. I am confident that under Nitin’s leadership, Syntel will continue on its course for long-term outperformance”.
“It has been a privilege to lead Syntel for the past four years as CEO and President”, said Prashant Ranade. “Nitin’s promotion reflects our commitment to people development and providing growth opportunities to leaders. He has consistently demonstrated strong leadership and an appreciation of our core values and culture that will enable him to lead Syntel to continued long-term success. I look forward to working with Nitin in my new role as Executive Vice Chairman”.
“I am honored to accept this opportunity to lead Syntel,” said Nitin Rakesh. “Syntel has benefited immensely from the strong leadership and vision provided by Bharat, Prashant and the Board. I look forward to building on our growth momentum and continuing to create new opportunities for our clients.”
About Syntel
Syntel (Nasdaq:SYNT) is a leading global provider of integrated information technology and Knowledge Process Outsourcing (KPO) solutions spanning the entire lifecycle of business and information systems and processes. The Company is driven by its mission to create new opportunities for clients by harnessing the passion, talent and innovation of Syntel employees worldwide. Syntel leverages dedicated Centers of Excellence, a flexible Global Delivery Model, and a strong track record of building collaborative client partnerships to create sustainable business advantage for Global 2000 organizations. Syntel is assessed at SEI CMMi Level 5, and is ISO 27001 and ISO 9001:2008 certified. As of September 30, 2013, Syntel employed more than 22,000 people worldwide. To learn more, visit us at: www.syntelinc.com.
Safe Harbor Provision
This news release includes forward-looking statements, including those with respect to the future level of business for Syntel, Inc. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 or from other factors not currently anticipated.
Contacts:
North America/Europe: Jon Luebke, Syntel, 248/619-3503, jon_luebke@syntelinc.com
Asia/Pacific: Sikta Samantaray, +91 9167512186, sikta_samantaray@syntelinc.com