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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): MARCH 5, 2003
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-24429 13-3728359
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(Commission File Number) (I.R.S. Employer
Identification No.)
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)
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ITEM 5. OTHER EVENTS.
On March 5, 2003 the Board of Directors of Cognizant Technology Solutions
Corporation (the "Company") approved a stockholder rights plan as set forth in
the Rights Agreement, dated as of March 5, 2003, between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights
Agreement"). Under the Rights Agreement, each holder of record of class A common
stock, par value $.01 per share, as of the close of business on March 17, 2003,
will receive a dividend of one right for each share of class A common stock, par
value $.01 per share, held by such stockholder. Each right entitles the holder
to purchase from the Company one one-thousandth of a share of a new series of
participating preferred stock at an initial purchase price of $450.00 upon the
occurrence of certain events specified in the Rights Agreement. A press release
relating to these matters was issued by the Company on March 5, 2003.
A copy of the Rights Agreement is filed as Exhibit 4.1 to this Form 8-K and
a copy of the press release relating to the adoption of the Rights Plan is filed
as Exhibit 99.1 to this Form 8-K. The foregoing summary description of the
Rights Agreement is qualified in its entirety by reference to such exhibits.
ITEM 7. EXHIBITS
4.1 Rights Agreement, dated as of March 5, 2003 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent, which includes the Certificate of Designations for the
Series A Junior Participating Preferred Stock as Exhibit A,
the Form of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.
99.1 Press Release dated March 5, 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: March 6, 2003 By: /s/ Wijeyaraj Mahadeva
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Name: Wijeyaraj Mahadeva
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of March 5, 2003, between
the Company and American Stock Transfer & Trust
Company, as Rights Agent, which includes the
Certificate of Designations for the Series A Junior
Participating Preferred Stock as Exhibit A, the Form
of Right Certificate as Exhibit B and the Summary of
Rights to Purchase Preferred Shares as Exhibit C.
99.1 Press Release dated March 5, 2003.