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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
Common Stock, $0.01 par value
192446102
December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1 (b)
o Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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13G | ||||||
CUSIP No. 192446102 | ||||||
1. | Name of Reporting
Person: Maverick Capital, Ltd. |
I.R.S. Identification Nos. of above persons (entities only): 75-2482446 |
||||
2. | Check the Appropriate Box if a Member of a Group:* | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Texas |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 3,418,921 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,418,921 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,418,921 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares:* o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 5.4% | |||||
12. | Type of Reporting Person:* IA | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
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13G | ||||||
CUSIP No. 192446102 | ||||||
1. | Name of Reporting
Person: Maverick Capital Management, LLC |
I.R.S. Identification Nos. of above persons (entities only): 75-2686461 |
||||
2. | Check the Appropriate Box if a Member of a Group:* | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Texas |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 3,418,921 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,418,921 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,418,921 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares:* o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 5.4% | |||||
12. | Type of Reporting Person:* HC | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
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13G | ||||||
CUSIP No. 192446102 | ||||||
1. | Name of Reporting Person: Lee S. Ainslie III |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group:* | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: United States |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 3,418,921 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,418,921 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,418,921 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares:* o |
|||||
11. | Percent of Class Represented by Amount in Row (9): 5.4% | |||||
12. | Type of Reporting Person:* HC | |||||
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1(a) Name of Issuer.
Cognizant Technology Solutions Corporation |
Item 1(b) Address of Issuers Principal Executive Offices.
500 Glenpointe Centre West, 7th Floor Teaneck, New Jersey 07666 |
Item 2(a) Name of Person Filing.
This Schedule 13G (the Schedule 13G) is being filed on behalf of each of the following persons (each, a Reporting Person): |
(i) | Maverick Capital, Ltd.; | |||
(ii) | Maverick Capital Management, LLC; and | |||
(iii) | Lee S. Ainslie III (Mr. Ainslie). |
The Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.s clients. |
Item 2(b) Address of Principal Business Office, or, if none, Residence.
The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 300 Crescent Court, 18th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie is 767 Fifth Avenue, 11th Floor, New York, New York 10153. |
Item 2(c) Citizenship or Place of Organization.
(i) | Maverick Capital, Ltd. is a Texas limited partnership; | |||
(ii) | Maverick Capital Management, LLC is a Texas limited liability company; and | |||
(iii) | Mr. Ainslie is a citizen of the United States. |
Item 2(d) Title of Class of Securities.
Common Stock, $0.01 par value (the Shares). |
Item 2(e) CUSIP Number.
192446102 |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |||
(e) | x | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | |||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |||
(g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |||
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |||
(i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 Ownership.
Ownership as of December 31, 2003 is incorporated by reference to items (5) (9) and (11) of the cover page of the Reporting Person. |
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable. |
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, has beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is a manager of Maverick Capital Management, LLC and is granted sole investment discretion pursuant to Maverick Capital Management, LLCs Regulations. |
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Not applicable. |
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Item 8 Identification and Classification of Members of the Group.
Not applicable. |
Item 9 Notice of Dissolution of Group.
Not applicable. |
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge, and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2004 | MAVERICK CAPITAL, LTD. | |||||||
By: | Maverick Capital Management, LLC, | |||||||
Its General Partner | ||||||||
By: | Lee S. Ainslie III, Manager | |||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty | ||||||||
Under Power of Attorney dated February 13, 2003 | ||||||||
Date: February 13, 2004 | MAVERICK CAPITAL MANAGEMENT, LLC | |||||||
By: | Lee S. Ainslie III, Manager | |||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty | ||||||||
Under Power of Attorney dated February 13, 2003 |
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Date: February 13, 2004 | LEE S. AINSLIE III | |||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty | ||||||||
Under Power of Attorney dated February 13, 2003 |
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