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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): February 13, 2003
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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-24429 13-3728359
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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)
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ITEM 5. OTHER EVENTS.
On February 13, 2003, the Restated Certificate of
Incorporation of Cognizant Technology Solutions Corporation (the "Corporation")
became effective. The Corporation filed the Restated Certificate of
Incorporation with the Secretary of State of Delaware on February 7, 2003. The
Restated Certificate of Incorporation was approved on January 7, 2003 by the
board of directors of the Corporation and by the written consent of the holder
of approximately 55% of the Corporation's outstanding common stock and
approximately 93% of the combined voting power of the Corporation's outstanding
common stock. Notice of the proposed corporate action was provided to all
shareholders of the Corporation in a Definitive Information Statement on
Schedule 14C dated January 17, 2003. A copy of the Restated Certificate of
Incorporation is filed herewith as Exhibit 3.1 and is incorporated herein by
reference.
On February 13, 2003, the Amended and Restated By-laws of the
Corporation became effective. A copy of the Amended and Restated By-laws of the
Corporation is filed herewith as Exhibit 3.2 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
Exhibit No. Description of Exhibit
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3.1 Restated Certificate of Incorporation of Cognizant Technology
Solutions Corporation.
3.2 Amended and Restated By-laws of Cognizant Technology Solutions
Corporation.
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/ Wijeyaraj Mahadeva
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Name: Wijeyaraj Mahadeva
Title: Chairman of the Board
and Chief Executive
Officer
Date: February 13, 2003
EXHIBIT INDEX
Exhibit No. Description
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3.1 Restated Certificate of Incorporation of Cognizant
Technology Solutions Corporation.
3.2 Amended and Restated By-laws of Cognizant Technology
Solutions Corporation.