SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3728359
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(State of Incorporation or Organization) (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)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [x]
Securities Act registration statement file number to which this form relates:
333-101216
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Class B Common Stock, $.01 Per Share
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(Title of Class)
ITEM 1: DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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Reference is made to the description of the Registrant's Class B
Common Stock, $.01 par value, under the caption "Description of Capital Stock of
Cognizant - Common Stock" contained in the Registrant's Registration Statement
on Form S-4 (Registration No. 333-101216) (the "Registration Statement"), which
is incorporated herein by reference.
ITEM 2: EXHIBITS.
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3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (Registration No. 333-49783) which became effective on June
18, 1998).
3.2 Certificate of Amendment to the Registrant's Amended and Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000).
3.3 Form of Restated Certificate of Incorporation to take effect following
completion of the exchange offer to which the Registration Statement
relates (incorporated by reference to Exhibit 3.3 to the Registration
Statement).
3.4 By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-49783) which
became effective on June 18, 1998).
3.5 Form of Amended and Restated By-laws to take effect following
completion of the exchange offer to which the Registration Statement
relates (incorporated by reference to Exhibit 3.5 to the Registration
Statement).
4.1 Specimen Certificate for shares of Class B Common Stock (incorporated
by reference to Exhibit 4.1 to the Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
COGNIZANT TECHNOLOGY SOLUTIONS
CORPORATION
Date: January 30, 2003 By: /s/ Steven Schwartz
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Name: Steven Schwartz
Title: Vice President, Chief Corporate
Counsel