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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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), 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), check the following box [X]
Securities Act registration statement file number to which the form
relates: _______________ (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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______________________________ _______________________________
______________________________ _______________________________
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 5, 2003, the Board of Directors of Cognizant Technology Solutions
Corporation (the "COMPANY") declared a dividend of one preferred share purchase
right (a "RIGHT") for each outstanding share of class A common stock, par value
$.01 per share, of the Company (the "COMMON STOCK"). The dividend is payable on
March 17, 2003 (the "RECORD DATE") to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.10 per share (the "PREFERRED STOCK") of the Company at a price of $450
per one one-thousandth of a share of Preferred Stock (as the same may be
adjusted, the "PURCHASE PRICE"). The description and terms of the Rights are set
forth in a Rights Agreement dated as of March 5, 2003 (as the same may be
amended from time to time, the "RIGHTS AGREEMENT"), between the Company and
American Stock Transfer & Trust Company, as Rights Agent (the "RIGHTS AGENT").
Until the close of business on the earlier of (i) the tenth day after the
first date of a public announcement that a person or group of affiliated or
associated persons (an "ACQUIRING PERSON") has acquired beneficial ownership of
15% or more of the shares of Common Stock then outstanding or (ii) the tenth
business day (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) after the date of commencement of, or the first
public announcement of an intention to commence, a tender offer or exchange
offer the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the shares of Common Stock then outstanding
(the earlier of such dates being called the "DISTRIBUTION DATE"), the Rights
will be evidenced by the Common Stock certificates or by a current ownership
statement issued with respect to uncertificated shares of Common Stock in lieu
of such a certificate (an "OWNERSHIP STATEMENT"). The Rights Agreement does not
restrict any person who beneficially owns 15% or more of the shares of Common
Stock then outstanding as of the date of the Rights Agreement or the date of the
first public announcement of the Rights Agreement, so long as such person does
not become the beneficial owner of additional shares of Common Stock and, upon
becoming the beneficial owner of such additional shares, such person is still
(or again becomes) the beneficial owner of 15% or more of the shares of Common
Stock then outstanding. The phrase "then outstanding," when used with reference
to a Person's beneficial ownership of the Company's Common Stock, shall mean the
number of such securities then issued and outstanding together with the number
of such securities not then actually issued and outstanding which such Person
would be deemed to own beneficially under the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date (or earlier
redemption or expiration of the Rights), the Rights will be transferable only in
connection with the transfer of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for shares of Common Stock, or the transfer of any shares of
Common Stock represented by an Ownership Statement, outstanding as of the Record
Date, even without a notation incorporating the Rights Agreement by reference or
a copy of this Summary of Rights, will also constitute the transfer of the
Rights associated with the shares of Common Stock represented by such
certificate or Ownership Statement. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("RIGHT
CERTIFICATES") will be mailed to holders of record of the Common Stock as
of the close of
business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on March 5, 2013 (the "FINAL EXPIRATION DATE"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case as described below.
The Purchase Price payable, and the number of shares of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock at a price, or
securities convertible into Preferred Stock with a conversion price, less than
the then-current market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in
Preferred Stock) or of subscription rights or warrants (other than those
referred to above).
The Rights are also subject to adjustment in the event of a stock dividend
on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
Shares of Preferred Stock purchasable upon exercise of the Rights will not
be redeemable. Each share of Preferred Stock will be entitled, when, as and if
declared, to a minimum preferential quarterly dividend payment of the greater of
(a) $1 per share and (b) an amount equal to 1,000 times the dividend declared
per share of Common Stock. In the event of liquidation, dissolution or winding
up of the Company, the holders of the Preferred Stock will be entitled to a
minimum preferential liquidation payment of $100 per share (plus any accrued but
unpaid dividends) but will be entitled to an aggregate 1,000 times the payment
made per share of Common Stock. Each share of Preferred Stock will have 1,000
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount received per share of Common Stock. These rights
are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the value of the one one-thousandth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Purchase Price.
In the event that, after a person or group has become an Acquiring Person,
the Company is acquired in a merger or other business combination transaction or
50% or more of
its consolidated assets or earning power are sold, proper provision will be made
so that each holder of a Right (other than Rights beneficially owned by an
Acquiring Person which will have become void) will thereafter have the right to
receive, upon the exercise thereof at the then-current exercise price of the
Right, that number of shares of common stock of the person with whom the Company
has engaged in the foregoing transaction (or its parent), which number of shares
at the time of such transaction will have a market value of two times the
Purchase Price.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock or the occurrence of an event described in the prior
paragraph, the Board of Directors of the Company may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or a fractional
share of Preferred Stock (or of a share of a similar class or series of the
Company's preferred stock having similar rights, preferences and privileges) of
equivalent value, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.
At any time prior to the time an Acquiring Person becomes such, the Board
of Directors of the Company may redeem the Rights in whole, but not in part, at
a price of $.01 per Right (the "REDEMPTION PRICE"). The redemption of the Rights
may be made effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
For so long as the Rights are then redeemable, the Company may, except with
respect to the Redemption Price, amend the Rights Agreement in any manner. After
the Rights are no longer redeemable, the Company may, except with respect to the
Redemption Price, amend the Rights Agreement in any manner that does not
adversely affect the interests of holders of the Rights.
Until a Right is exercised or exchanged, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights Agreement is filed as Exhibit 4.1 to this Form 8-A 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-A. The foregoing summary description of the
Rights Agreement is qualified in its entirety by reference to such exhibits.
ITEM 2. 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 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
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.