0001193125-13-101070.txt : 20130311 0001193125-13-101070.hdr.sgml : 20130311 20130311161235 ACCESSION NUMBER: 0001193125-13-101070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130305 ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20130311 DATE AS OF CHANGE: 20130311 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: 13680947 BUSINESS ADDRESS: STREET 1: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 BUSINESS PHONE: 2018010233 MAIL ADDRESS: STREET 1: 500 FRANK W. BURR BLVD. CITY: TEANECK STATE: NJ ZIP: 07666 8-K 1 d499296d8k.htm FORM 8-K Form 8-K

 

 

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): March 5, 2013

 

 

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-24429   13-3728359

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Glenpointe Centre West

500 Frank W. Burr Blvd.

Teaneck, New Jersey

   07666
(Address of Principal Executive Offices)   (Zip Code)

(201) 801-0233

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ 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 3.03. Material Modification to Rights of Security Holders.

At the close of business on March 5, 2013, the shareholder rights plan, and the rights issued thereunder, of Cognizant Technology Solutions Corporation (the “Company”) expired in accordance with the terms of the plan.

The Rights Agreement between the Company and American Stock Transfer & Trust Company, as rights agent, dated March 5, 2003 (the “Rights Agreement”), and the rights issued thereunder to purchase, under certain circumstances, one one-thousandth of a share, as adjusted, of the Company’s Series A Junior Participating Preferred Stock (the “Rights”), expired by their terms at the close of business on March 5, 2013. The shares of the Company’s Class A common stock are no longer accompanied by the Rights, and the Rights Agreement is of no further force or effect. The terms of the Rights Agreement and the Rights are further described in the Company’s registration statement on Form 8-A filed with the Securities and Exchange Commission on March 6, 2003 (the “Form 8-A”). The foregoing description of the terms of the Rights Agreement and the Rights issued thereunder is qualified in its entirety by reference to the full text of the Rights Agreement, which is included as Exhibit 4.1 to the Form 8-A and incorporated herein by reference.

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/ Steven Schwartz

  Name:   Steven Schwartz
  Title:   Senior Vice President, General Counsel and Secretary

Date: March 11, 2013