SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 26, 2004
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Cognizant Technology Solutions Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24429 13-3728359
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
500 Glenpointe Centre West
Teaneck, New Jersey 07666
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(Address of Principal Executive Offices) (Zip
Code)
(201) 801-0233
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(Registrant's telephone number,
including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
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On May 26, 2004, Cognizant Technology Solutions Corporation, a Delaware
corporation (the "Company") announced that its Stockholders, at its Annual
Meeting, approved an amendment to its Certificate of Incorporation that
increased the number of authorized shares of Class A Common Stock. As a result
of the increase, the Company's previously announced conditional two-for-one
stock split on its Class A Common stock in the form of a stock dividend shall
proceed as planned. Stockholders of record as of May 27, 2004 will be entitled
to one additional share of 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 Company's Class A Common Stock
will begin trading on a post-split basis on 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.
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(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release of Cognizant Technology Solutions
Corporation dated May 26, 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/ Steven E. Schwartz
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Name: Steven E. Schwartz
Title: Vice President and General Counsel
Date: May 28, 2004