================================================================================
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): February 21, 2003
Cognizant Technology Solutions Corporation
--------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
---------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-24429 13-3728359
------------------------------------- -------------------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
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.
--------------
As of 5:00 pm, New York time, February 20, 2003 all outstanding shares
of class B common stock (the "Class B Stock"), par value $.01 per share, of
Cognizant Technology Solutions Corporation (the "Company"), automatically
converted into shares of the Company's class A common stock (the "Class A
Stock"), par value $.01 per share. The conversion occurred pursuant to a
provision of the Company's Restated Certificate of Incorporation which specifies
that at any time when the outstanding shares of Class B Stock represent less
than 35% of the economic ownership represented by the aggregate number of shares
of the Company's common stock then outstanding, all shares of outstanding Class
B Stock are to automatically convert into shares of Class A Stock.
A press release relating to these matters was issued by the Company
on February 21, 2003. A copy of the press release relating to the conversion
is filed as Exhibit 99.1 to this Form 8-K.
Item 7. Exhibits
-------
99.1 Press Release dated February 21, 2003.
SIGNATURE
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
DATED: February 24, 2003 By: /s/ Wijeyaraj Mahadeva
------------------------
Name: Wijeyaraj Mahadeva
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
99.1 Press Release dated February 21, 2003.