CONFORMED COPY 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) December 22, 2003 ----------------- Cognizant Technology Solutions Corporation --------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-24429 13-3728359 -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) 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. On December 22, 2003, Cognizant Technology Solutions Corporation (the "Registrant") issued a press release announcing that founder, Chairman and CEO, Kumar Mahadeva is retiring. Lakshmi Narayanan has been named CEO and he will continue to serve as President. Mr. Narayanan has also been elected to the Registrant's Board of Directors. Mr. Mahadeva will remain with the Registrant through April 1, 2004 to assist in completing the transition in leadership. John Klein, a member of the Registrant's Board of Directors since 1998, has been appointed as the non-executive Chairman of the Board of Directors. The Registrant also announced several other senior management promotions. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 Press release dated December 22, 2003. -2- 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/ Gordon Coburn ------------------------------------- Name: Gordon Coburn Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary Date: December 22, 2003