As filed with the Securities and Exchange Commission on September 10, 1999
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.)
500 Glenpointe Centre West, Teaneck, New Jersey 07666
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Cognizant Technology Solutions Corporation
1999 Incentive Compensation Plan
Cognizant Technology Solutions Corporation
Employee Stock Purchase Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Wijeyaraj Mahadeva
Chairman of the Board and Chief Executive Officer
Cognizant Technology Solutions Corporation
500 Glenpointe Centre West, Teaneck, New Jersey 07666
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(201) 801-0233
- --------------------------------------------------------------------------------
(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, New Jersey 08540
(609) 987-6800
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount Of
Title Of Securities To Be Offering Aggregate Registration
To Be Registered Registered(1) Price Per Offering Fee
Share Price
- -----------------------------------------------------------------------------------------------
Class A Common Stock, par value
$.01 per share
<S> <C> <C> <C> <C>
Issued under the Cognizant
Technology Solutions 1999
Incentive Compensation Plan....... 558,750 $24.31(2) $13,583,213(2) $3,776.13
Issuable pursuant to options or
other awards to be granted under
Cognizant Technology Solutions
Corporation 1999 Incentive
Compensation Plan................. 441,250 $23.55(3) $10,391,438(3) $2,888.82
To be issued under the Cognizant
Technology Solutions Corporation
Employee Stock Purchase Plan...... 400,000 $23.55(3) $ 9,420,000(3) $2,618.76
- -----------------------------------------------------------------------------------------------
TOTAL 1,400,000 $33,394,651 $9,283.71
===============================================================================================
</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
three subtotals.
(2) Pursuant to Rule 457(h), these prices are calculated based on the weighted
average exercise price of $24.31 per share covering 558,750 shares subject to
stock options granted under the Cognizant Technology Solutions Corporation 1999
Incentive Compensation Plan.
(3) Pursuant to Rule 457(c) and Rule 457(h), 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 September 7, 1999.
<PAGE>
EXPLANATORY NOTE
This Registration Statement has been filed by Cognizant Technology
Solutions Corporation (the "Company") in order to register an aggregate of
1,400,000 shares of Class A Common Stock, as follows: (i) 1,000,000 shares of
Class A Common Stock issuable under the Company's 1999 Incentive Compensation
Plan (the "Incentive Plan"); and (ii) 400,000 shares of Class A Common Stock
issuable under the Company's Employee Stock Purchase Plan (the "Purchase Plan"
and, together with the Incentive Plan, are hereinafter referred to as 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, 500 Glenpointe Centre West, Teaneck, New
Jersey 07666. Telephone requests may be directed to (201) 801-0233.
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 Annual Report on Form 10-K for the year ended
December 31, 1998 filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1998.
(c) The description of the Company's Class A 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
Company's 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 Company's 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
Number Description
------ -----------
4.1 Cognizant Technology Solutions Corporation 1999 Incentive
Compensation Plan.
4.2 Cognizant Technology Solutions Corporation Employee Stock
Purchase Plan.
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(s) to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate
represent a fundamental change in the information set forth 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
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-3
<PAGE>
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 Teaneck, State of New Jersey, on this 10th day of
September, 1999.
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 and Gordon J. Coburn,
and each of them 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 September 10, 1999
- -----------------------
Wijeyaraj Mahadeva Chief Executive Officer
(principal executive officer)
s/ Gordon Coburn Chief Financial Officer, September 10, 1999
- -----------------------
Gordon Coburn Treasurer and Secretary
(principal financial and
accounting officer)
/s/ Anthony Bellomo Director September 10, 1999
- -----------------------
Anthony Bellomo
Director September , 1999
- -----------------------
Victoria Fash
/s/ Robert W. Howe Director September 10, 1999
- -----------------------
Robert W. Howe
Director September , 1999
- -----------------------
John Klein
/s/ Venetia Kontogouris Director September 10, 1999
- ------------------------
Venetia Kontogouris
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 Cognizant Technology Solutions Corporation 1999 Incentive
Compensation Plan.
4.2 Cognizant Technology Solutions Corporation Employee Stock Option
Plan.
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
September 10, 1999
Cognizant Technology Solutions Corporation
500 Glenpointe Centre West
Teaneck, New Jersey 07666
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 1,400,000 shares (the "Shares") of the Company's Class A Common
Stock, $.01 par value, of which: (i) 1,000,000 shares of Class A Common Stock
are issuable under the Company's 1999 Incentive Compensation Plan (the
"Incentive Plan"); and (ii) 400,000 shares of Class A Common Stock are issuable
under the Company's Employee Stock Purchase Plan (the "Purchase Plan" and,
together with the Incentive Plan, are hereinafter referred to as the "Plans").
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 in accordance with the terms of the
respective Plans has been duly and validly authorized; and
2. The Shares, when issued, delivered and sold in accordance with the
terms of the respective Plans and the stock options, or other
instruments authorized by such Plans, 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 hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1999 relating to the
consolidated financial statements and financial statement schedule of Cognizant
Technology Solutions Corporation as of December 31, 1998 and 1997, and for the
three years in the period ended December 31, 1998, which appears in the
Cognizant Technology Solutions Corporation's Annual Report on Form 10-K for the
year ended December 31, 1998.
PricewaterhouseCoopers LLP
New York, New York
September 10, 1999
