UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of 1934
Cognizant Technology Solutions Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
192446102
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(CUSIP Number)
February 6, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 33763B103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Deephaven Capital Management LLC
41-1908497
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
5. Sole Voting Power
183,800
Number of
Shares 6. Shared Voting Power
Beneficially 0
Owned by
Each 7. Sole Dispositive Power
Reporting 183,800
Person With
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
183,800
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
N/A
11. Percent of Class Represented by Amount in Row (9)
2.08%
12. Type of Reporting Person (See Instructions)
OO
Item 1.
(a) Name of Issuer
Cognizant Technology Solutions Corporation
(b) Address of Issuer's Principal Executive Offices
8500 Glenpointe Centre West, Teaneck, New Jersey 07666
Item 2.
(a) Name of Person Filing
Deephaven Capital Management LLC
(b) Address of Principal Business Office or, if none, Residence
130 Cheshire Lane, Suite 102, Minnetonka, MN 55305
(c) Citizenship
Delaware
(d) Title of Class of Securities
Class A Common Stock
(e) CUSIP Number
192446102
Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
N/A
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
183,800
(b) Percent of class:
2.08%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
183,800
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition
of:
183,800
(iv) Shared power to dispose or to direct the disposition
of:
0
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see ss.240.13d3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 7, 2003
/s/ Jim Korn
_____________________________
Jim Korn, Chief Legal Officer