UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 12, 2004
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Cognizant Technology Solutions Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-24429 13-3728359
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
500 Glenpointe Centre West
Teaneck, New Jersey 07666
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(Address of Principal Executive Offices) (Zip Code)
(201) 801-0233
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(Registrant's telephone number,
including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 12, 2004, Cognizant Technology Solutions Corporation, a Delaware
corporation (the "Company"), issued a press release announcing that its Board of
Directors has declared a two-for-one stock split on its capital stock in the
form of a stock dividend, subject to stockholder approval of an increase in the
Company's capital stock authorization at its upcoming Annual Meeting of
Stockholders scheduled to be held on May 26, 2004. Subject to such approval,
stockholders of record as of May 27, 2004 will be entitled to one additional
share of its Class A Common Stock, $0.01 par value (the "Class A Common Stock"),
for each share held on the record date. The stock dividend distribution is
expected to occur on or about June 17, 2004 and it is anticipated that the Class
A Common Stock will begin trading on a post-split basis the business day
following the distribution date.
The foregoing statements are qualified in their entirety by the Company's
press release, a complete copy of which 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
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99.1 Press Release of Cognizant Technology Solutions
Corporation, dated April 12, 2004.
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
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Name: Gordon Coburn
Title:Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
Date: April 13, 2004