As filed with the Securities and Exchange Commission on July 20, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
13-3728359
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
1700 Broadway, 26th Floor, New York, New York 10019
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Cognizant Technology Solutions
Key Employees' Stock Option Plan
Amended and Restated Cognizant Technology Solutions
Non-Employee Directors' Stock Option Plan
March 1998 Options
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Wijeyaraj Mahadeva
Chairman of the Board and Chief Executive Officer
Cognizant Technology Solutions Corporation
1700 Broadway, 26th Floor, New York, New York 10019
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(212) 887-2385
- --------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
David J. Sorin, Esq.
David S. Matlin, Esq.
Buchanan Ingersoll Professional Corporation
500 College Road East
Princeton, NJ 08540
(609) 987-6800
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum Amount Of
Title Of Securities To Be Offering Price Aggregate Registration
To Be Registered Registered(1) Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share
Issuable pursuant to options to be granted
under the Amended and Restated
Cognizant Technology Solutions
Key Employees' Stock Option Plan ......... 79,550 $ 14.28(2) $ 1,135,974(2) $ 335.11
Issued pursuant to options previously
granted under the Amended and
Restated Cognizant Technology
Solutions Key Employees' Stock
Option Plan .............................. 507,000 $ 3.85(3) $ 1,951,950(3) $ 575.83
Issued pursuant to options previously
granted under the Amended and
Restated Cognizant Technology
Solution Key Employees' Stock
Option Plan .............................. 112,200 $ 10.00(4) $ 1,122,000(4) $ 330.99
Issuable pursuant to options to be granted
under the Amended and Restated ...........
Cognizant Technology Solutions
Non-Employee Directors' Stock
Option Plan .............................. 22,000 $ 14.28(2) $ 314,160(2) $ 92.68
Issued pursuant to options previously
granted under the Amended and
Restated Cognizant Technology
Solutions Non-Employee Directors'
Stock Option Plan ........................ 49,500 $ 9.76(5) $ 483,120(5) $ 142.52
March 1998 Options ......................... 48,750 $ 6.92(6) $ 337,350(6) $ 99.52
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL .................................. 819,000 $ 5,344,554 $1,576,65
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been divided among
six subtotals.
(2) Pursuant to Rule 457(h) and Rule 457(c), these prices are estimated solely
for the purpose of calculating the registration fee and are based upon the
average of the high and low price per share of the Registrant's Common Stock as
reported on the Nasdaq National Market on July 13, 1998.
(3) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $3.85 per share covering 507,000 shares subject to
stock options granted under the Amended and Restated Cognizant Technology
Solutions Key Employees' Stock Option Plan.
(4) Pursuant to Rule 457(h), these prices are calculated based on an exercise
price of $10.00 per share covering 112,200 shares subject to the stock options
granted under the Amended and Restated Cognizant Technology Solutions
Key Employees' Stock Option Plan.
(5) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $9.76 per share covering 49,500 shares subject to
stock options granted under the Amended and Restated Cognizant Technology
Solutions Non-Employee Directors' Stock Option Plan.
(6) Pursuant to Rule 457(h), these prices are calculated based on the exercise
price of $6.92 per share covering 48,750 shares subject to the March 1998
Options.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed by Cognizant Technology
Solutions Corporation (the "Company") in order to register an aggregate of
819,000 shares of Common Stock, as follows: (i) 698,750 shares of Common Stock
issuable under the Amended and Restated Cognizant Technology Solutions Key
Employees' Stock Option Plan (the "Employee Plan"); (ii) 71,500 shares of Common
Stock issuable under the Amended and Restated Cognizant Technology Solutions
Non-Employee Directors' Stock Option Plan (the "Director Plan" and, collectively
with the Employee Plan, hereinafter referred to as the "Plans"); and (iii)
48,750 shares of Common Stock issuable under certain options granted outside the
Plans.
i
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The document(s) containing the information specified by Part I of this
Form S-8 will be sent or given to participants in the Plans listed on the cover
page of this Registration Statement as specified in Rule 428(b)(1) promulgated
by the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the Commission but constitute (taken together with the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) (the "Section 10(a) Prospectus") of the Securities Act.
The Company will provide a written statement to each participant of the
Plans advising each such participant of the availability without charge, upon
written or oral request, of the documents referred to under Item 3 --
"Incorporation of Documents by Reference" which have been incorporated in the
Section 10(a) Prospectus by reference, along with any other documents required
to be delivered to employees pursuant to Rule 428(b) promulgated by the
Commission under the Securities Act. Whenever updating information is required,
the Company shall furnish promptly without charge to each Plan participant, upon
written or oral request, a copy of all documents containing the Plan information
required by Part I that then constitute part of the Section 10(a) Prospectus,
although documents previously furnished need not be re-delivered. Requests for
such copies should be directed to the Chief Financial Officer, Cognizant
Technology Solutions Corporation, 1700 Broadway, 26th Floor, New York, New York
10019. Telephone requests may be directed to (212) 887-2385.
1
<PAGE>
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- ------- ---------------------------------------
The following documents which have been or will be filed with the
Commission are incorporated herein by reference and in the Section 10(a)
Prospectus by reference:
(a) The Company's Registration Statement on Form S-1
(Registration No. 333-49783) in the form declared effective by the Commission on
June 18, 1998, including the Prospectus dated June 19, 1998, as filed with the
Commission pursuant to Rule 424(b) on June 19, 1998.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since June 18, 1998, the date the Company's Registration Statements
on Form S-1 and Form 8-A were declared effective by the Commission.
(c) The description of the Company's Common Stock, $.01 par
value, which is contained in the Company's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act in the form declared
effective by the Commission on June 18, 1998, including any subsequent
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
- ------- -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------- --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------- -----------------------------------------
As permitted by the Delaware General Corporation Law (the "DGCL"), the
Certificate of Incorporation includes a provision that eliminates personal
liability for its directors for monetary damages for breach of fiduciary duty,
as a director except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL; and (iv) for any transaction from which the
director derived an improper personal benefit.
II-1
<PAGE>
As permitted by Section 145 of the DGCL, the By-Laws provide that: (i)
the Company is required to indemnify its directors and officers to the fullest
extent permitted by the DGCL; (ii) the Company may, in its discretion, indemnify
other persons as set forth in the DGCL and (iii) rights conferred in the By-Laws
are not exclusive.
The Company has obtained liability insurance for the benefit of its
directors and officers which provides coverage for losses of directors and
officers for liabilities arising out of claims against such persons acting as
directors or officers of the Company due to any breach of duty, neglect, error,
misstatement, misleading statement, omission or act done by such directors and
officers, except as prohibited by law.
The Registrant has executed indemnification agreements with each of its
directors and executive officers pursuant to which the Company has agreed to
indemnify such parties, subject to certain exceptions, if such party becomes
subject to an action because such party is a director, officer, employee, agent
or fiduciary of the Company.
At present, there is no pending litigation or proceeding involving a
director or officer of the registrant as to which indemnification is being
sought nor is the registrant aware of any threatened litigation that may result
in claims for indemnification by any director or officer.
Item 7. Exemption from Registration Claimed.
- ------- -----------------------------------
Not applicable.
II-2
<PAGE>
Item 8. Exhibits.
- ------- --------
Exhibit Description
Number -----------
-----
4.1 Amended and Restated Cognizant Technology Solutions Key
Employees' Stock Option Plan. (Incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form S-1
(File Number 333-49783) which became effective June 18, 1998.)
4.2 Amended and Restated Cognizant Technology Solutions Non-Employee
Directors' Stock Option Plan. (Incorporated by reference to
Exhibit 10.3 to the Company's Registration Statement on Form S-1
(File Number 333-49783) which became effective June 18, 1988.)
4.3 Option Agreement between the Company and Wijeyaraj Mahadeva
(Incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (File Number 333-49783) which
became effective June 18, 1988.)
5 Opinion of Buchanan Ingersoll Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Buchanan Ingersoll Professional Corporation (contained
in the opinion filed as Exhibit 5).
24 Power of Attorney (see "Power of Attorney" below).
Item 9. Undertakings.
- ------- -------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
II-3
<PAGE>
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 20th day of
July, 1998.
COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION
By: /s/Wijeyaraj Mahadeva
--------------------------
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Wijeyaraj Mahadeva, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Wijeyaraj Mahadeva Chairman of the Board and Chief July 20, 1998
Wijeyaraj Mahadeva Executive Officer (principal executive
officer)
/s/ Gordon Coburn Chief Financial Officer, Treasurer and July 20, 1998
Gordon Coburn Secretary (principal financial and
accounting officer)
/s/Anthony Bellomo Director July 20, 1998
Anthony Bellomo
/s/Paul Cosgrave Director July 20, 1998
Paul Cosgrave
/s/Victoria Fash Director July 20, 1998
Victoria Fash
/s/John Klein Director July 20, 1998
John Klein
/s/Venetia Kontogouris Director July 20, 1998
Venetia Kontogouris
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Description
Number -----------
-----
4.1 Amended and Restated Cognizant Technology Solutions Key
Employees' Stock Option Plan. (Incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form S-1
(File Number 333-49783) which became effective June 18, 1998.)
4.2 Amended and Restated Cognizant Technology Solutions Non-Employee
Directors' Stock Option Plan. (Incorporated by reference to
Exhibit 10.3 to the Company's Registration Statement on Form S-1
(File Number 333-49783) which became effective June 18, 1988.)
4.3 Option Agreement between the Company and Wijeyaraj Mahadeva
(Incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (File Number 333-49783) which
became effective June 18, 1988.)
5 Opinion of Buchanan Ingersoll Professional Corporation.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Buchanan Ingersoll Professional Corporation (contained
in the opinion filed as Exhibit 5).
24 Power of Attorney (included on signature page).
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
(Incorporated in Pennsylvania)
500 College Road East
Princeton, New Jersey 08540
July 20, 1998
Cognizant Technology Solutions Corporation
1700 Broadway, 26th Floor
New York, New York 10019
Gentlemen:
We have acted as counsel to Cognizant Technology Solutions Corporation,
a Delaware corporation (the "Company"), in connection with the filing by the
Company of a registration statement on Form S-8 (the "Registration Statement"),
under the Securities Act of 1933, as amended, relating to the registration of an
aggregate of 819,000 shares (the "Shares") of the Company's common stock, $.01
par value, of which: (i) 698,750 shares of Common Stock are issuable under the
Amended and Restated Cognizant Technology Solutions Key Employees' Stock Option
Plan (the "Employee Plan"); (ii) 71,500 shares of Common Stock are issuable
under the Amended and Restated Cognizant Technology Solutions Non-Employee
Directors' Stock Option Plan (the "Director Plan" and, collectively with the
Employee Plan, hereinafter referred to as the "Plans"); and (iii) 48,750 shares
of Common Stock are issuable under certain options granted outside the Plans and
evidenced by the option agreement (the "Option Agreement").
In connection with the Registration Statement, we have examined such
corporate records and documents, other documents, and such questions of law as
we have deemed necessary or appropriate for purposes of this opinion. On the
basis of such examination, it is our opinion that:
1. The issuance of the Shares has been duly and validly authorized; and
2. The Shares, when issued, delivered and sold in accordance with the
terms of the respective Plans or the Option Agreement, as
applicable, and the stock options, or other instruments
authorized by such Plans or the Option Agreement, as
applicable, granted or to be granted thereunder, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Buchanan Ingersoll
Professional Corporation
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 24, 1998 (except as to Note 7A
which is as of June 12, 1998), which appears on page F-2 of the Form S-1
Registration Statement of Cognizant Technology Solutions Corporation. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page II-4 of such Form S-1 Registration
Statement.
PricewaterhouseCoopers LLP
New York, New York
July 15, 1998
