-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bv5msIzYMRvgMMHWAfQojms5AotSj5JZCIh9F3ponGYh4InEm9Fzqcb03TWpNveR n0ZD3rlGz8Pu5lZI1Pstlw== 0000903100-04-000167.txt : 20040413 0000903100-04-000167.hdr.sgml : 20040413 20040413112928 ACCESSION NUMBER: 0000903100-04-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040412 ITEM INFORMATION: Other events FILED AS OF DATE: 20040413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNIZANT TECHNOLOGY SOLUTIONS CORP CENTRAL INDEX KEY: 0001058290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133728359 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 04729894 BUSINESS ADDRESS: STREET 1: 500 GLENPOINTE CENTRE WEST STREET 2: 7TH FLOOR CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 2018010233 MAIL ADDRESS: STREET 1: 500 GLENPOINTE CENTRE WEST STREET 2: 7TH FLOOR CITY: TEANECK STATE: NJ ZIP: 07666 8-K 1 form8k_stocksplit.txt COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION 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) April 12, 2004 -------------- Cognizant Technology Solutions Corporation ------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 0-24429 13-3728359 - -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) 500 Glenpointe Centre West Teaneck, New Jersey 07666 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (201) 801-0233 --------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On April 12, 2004, Cognizant Technology Solutions Corporation, a Delaware corporation (the "Company"), issued a press release announcing that its Board of Directors has declared a two-for-one stock split on its capital stock in the form of a stock dividend, subject to stockholder approval of an increase in the Company's capital stock authorization at its upcoming Annual Meeting of Stockholders scheduled to be held on May 26, 2004. Subject to such approval, stockholders of record as of May 27, 2004 will be entitled to one additional share of its Class A Common Stock, $0.01 par value (the "Class A Common Stock"), for each share held on the record date. The stock dividend distribution is expected to occur on or about June 17, 2004 and it is anticipated that the Class A Common Stock will begin trading on a post-split basis the business day following the distribution date. The foregoing statements are qualified in their entirety by the Company's press release, a complete copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Cognizant Technology Solutions Corporation, dated April 12, 2004. 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. COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION By: /s/ Gordon Coburn ------------------------------------- Name: Gordon Coburn Title:Executive Vice President, Chief Financial Officer, Treasurer and Secretary Date: April 13, 2004 EX-99 3 form8k_ex99stock.txt EXHBIT 99.1 - COGNIZANT TECHNOLOGY SOLUTIONS EXHIBIT 99.1 FOR: Cognizant Technology Solutions Corporation 500 Glenpointe Centre West Teaneck, NJ 07666 CONTACT: Gordon Coburn Chief Financial Officer 201-678-2712 FOR IMMEDIATE RELEASE Investors: Ian Bailey/Kirin Smith Press: Brian Maddox/Scot Hoffman Financial Dynamics 212-850-5600 shoffman@fd-us.com COGNIZANT TECHNOLOGY SOLUTIONS ANNOUNCES CONDITIONAL TWO-FOR-ONE STOCK SPLIT * Subject to stockholder approval at upcoming Annual Meeting of increase in capital stock authorization Teaneck, NJ - April 12, 2004 - Cognizant Technology Solutions Corporation (Nasdaq: CTSH), a leading provider of IT services, today announced that its Board of Directors has declared a two-for-one stock split on its capital stock in the form of a stock dividend, subject to stockholder approval of an increase in the Company's capital stock authorization at its upcoming Annual Meeting scheduled for May 26, 2004. Subject to such approval, stockholders of record as of May 27, 2004 will be entitled to one additional share of common stock for each share held on the record date. The stock dividend distribution is expected to occur on or about June 17, 2004 and it is anticipated that the company's Class A Common Stock will begin trading on a post-split basis the business day following the distribution date. "The stock split recapitalization reflects the Board's confidence in the company's future prospects," said Lakshmi Narayanan, President and Chief Executive Officer. "This stock split is expected to result in a trading volume and trading range for our stock likely to appeal to a broader spectrum of investors." About Cognizant Technology Solutions Cognizant Technology Solutions Corporation (Nasdaq: CTSH) is a leading provider of IT services. Focused on delivering strategic information technology solutions that address the complex business needs of its clients, Cognizant provides applications management, development, integration, and re-engineering, infrastructure management, business process outsourcing, and a number of related services such as enterprise consulting, technology architecture, program management and change management through its onsite/offshore outsourcing model. Cognizant's more than 10,000 employees are committed to partnerships that sustain long-term, proven value for customers by delivering high-quality, cost-effective solutions through its development centers in India and Ireland, and onsite client teams. Cognizant maintains P-CMM and CMMi Level 5 assessments from an independent third-party assessor and was recently ranked #1 in Forbes' Hot Shots 200 Up & Comers and ranked as the top information technology company in BusinessWeek's Hot Growth Companies. Further information about Cognizant can be found at http://www.cognizant.com. This press release includes statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions and the factors discussed in our most recent Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. There can be no assurance that the Company's stockholders will approve the proposal to increase the Company's authorized capital stock. ### -----END PRIVACY-ENHANCED MESSAGE-----