As filed with the Securities and Exchange Commission on August 31, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 or Organization)
13-3728359
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(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)
Cognizant Technology Solutions Corporation
1999 Incentive Compensation Plan, as amended
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(Full Title of the Plan)
Wijeyaraj Mahadeva
Chairman of the Board and Chief Executive Officer
Cognizant Technology Solutions Corporation
500 Glenpointe Centre West, Teaneck, New Jersey 07666
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(Name and Address of Agent for Service)
(201) 801-0233
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(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
David J. Sorin, Esq.
David S. Matlin, Esq.
Hale and Dorr LLP
650 College Road East
Princeton, NJ 08540
(609) 750-7600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount Of
Title Of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
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Class A Common Stock, par value $.01
per share
Issuable pursuant to options or other
awards to be granted under Cognizant
Technology Solutions Corporation
1999 Incentive Compensation Plan, as amended.... 3,000,000(1) $41.76(2) $125,280,000(2) $31,320
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(1) Includes an indeterminate number of shares of the Registrant's Class A
Common Stock as may be issuable in the event of stock splits, stock
dividends or similar transactions in accordance with Rule 416 under the
Securities Act of 1933, as amended. Does not include (i) 2,000,000 shares
of Class A Common Stock (as adjusted to reflect the Registrant's
two-for-one forward stock split recapitalization effected in March 2000)
issuable under the Cognizant Technology Solutions Corporation 1999
Incentive Compensation Plan, as amended (the "Incentive Plan") which were
previously registered pursuant to the Registration Statement on Form S-8
filed on September 10, 1999 (Registration Number 333-86909), and (ii)
1,000,000 shares of Class A Common Stock issuable under the Incentive Plan
which were previously registered pursuant to the Registration Statement on
Form S-8 filed on August 10, 2000 (Registration No. 333-43402).
(2) Pursuant to Rule 457(c) and Rule 457(h), these prices are estimated solely
for the purpose of calculating the registration fee and are based upon the
average of the high and low price per share of the Registrant's Class A
Common Stock as reported on the Nasdaq National Market on August 28, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to participants of the 1999 Incentive
Compensation Plan as required by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Act"). As permitted by the instructions to Part I of Form S-8,
these documents are not filed with this Registration Statement.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement") has
been filed by Cognizant Technology Solutions Corporation, a Delaware corporation
(the "Company"), in order to register an additional 3,000,000 shares of Class A
Common Stock, $.01 par value, issuable upon the exercise of stock options or
other awards granted under the Company's Incentive Plan. Pursuant to the Act, we
register these securities in addition to securities of the same class previously
registered on the Registration Statement (Registration Statement No. 333-59439)
filed with the Securities and Exchange Commission on July 20, 1998, the
Registration Statement (Registration Statement No. 333-86909) filed with the
Securities and Exchange Commission on September 10, 1999 and the Registration
Statement (Registration Statement No. 333-43402) filed with the Securities and
Exchange Commission on August 10, 2000 (collectively, the "Prior Registration
Statements"), and, in accordance with General Instruction E to Form S-8, the
contents of the Prior Registration Statements are incorporated by reference
herein.
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In accordance with General Instruction E to Form S-8, the following
exhibits are filed herewith:
Exhibit
Number Description
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5 Opinion of Hale and Dorr LLP
10.1 Cognizant Technology Solutions Corporation 1999 Incentive
Compensation Plan, as amended.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP (contained in the opinion filed as
Exhibit 5)
24 Power of Attorney (included on signature page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Teaneck, State of New Jersey, on this 31st day of
August, 2001.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
By: /s/Wijeyaraj Mahadeva
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Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Wijeyaraj Mahadeva and Gordon Coburn, and
each of them his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Wijeyaraj Mahadeva Chairman of the Board and August 31, 2001
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Wijeyaraj Mahadeva Chief Executive Officer
(principal executive officer)
/s/ Gordon Coburn Senior Vice President, Chief August 31, 2001
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Gordon Coburn Financial Officer, Treasurer
and Secretary (principal
financial and accounting
officer)
/s/ Robert W. Howe Director August 31, 2001
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Robert W. Howe
Director
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John Klein
/s/ Venetia Kontogouris Director August 31, 2001
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Venetia Kontogouris
Director
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David M. Thomas
Director
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James C. Malone
/s/ Robert E. Weissman Director August 31, 2001
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Robert E. Weissman
/s/ Thomas M. Wendel Director August 31, 2001
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Thomas M. Wendel
EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Hale and Dorr LLP
10.1 Cognizant Technology Solutions Corporation 1999 Incentive
Compensation Plan, as amended.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Hale and Dorr LLP (contained in the opinion filed as
Exhibit 5)
24 Power of Attorney (included on signature page)