As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
13-3728359
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(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)
Cognizant Technology Solutions Corporation
1999 Incentive Compensation Plan, as amended
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(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
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(Name and Address of Agent for Service)
(201) 801-0233
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
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David J. Sorin, Esq.
David S. Matlin, Esq.
Buchanan Ingersoll Professional Corporation
650 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 Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee
Share
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<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share
Issuable pursuant to options or other
awards to be granted under Cognizant
Technology Solutions Corporation 1999
Incentive Compensation Plan............. 1,000,000 $42.50(1) 4,250,000(1) $11,220.00
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</TABLE>
(1) 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 August 8, 2000.
2
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the "Registration Statement"), has
been filed by Cognizant Technology Solutions Corporation, a Delaware corporation
(the "Company"), in order to register an additional 1,000,000 shares of Class A
Common Stock, issuable upon the exercise of stock options or other awards
granted under the Company's 1999 Incentive Compensation Plan, as amended (the
"Incentive Plan"). Pursuant to the Securities Act of 1933, as amended (the
"Act"), the Company registers these securities in addition to securities of the
same class previously registered on the Company's Registration Statement
(Registration Statement No. 333-86909) filed with the Securities and Exchange
Commission on September 10, 1999 (the "Prior Registration Statement"), relating
to the Incentive Plan and, in accordance with General Instruction E to Form S-8,
the contents of the Prior Registration Statement are incorporated by reference
herein.
Requests for documents 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) of the Act 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.
RESTATEMENT OF EARNINGS PER SHARE DATA
As disclosed in Note 14. to the Company's Notes to Consolidated Financial
Statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999, on February 11, 2000, the Board of Directors of the
Company declared a 2-for-1 stock split effected by a 100% dividend payable on
March 16, 2000 to stockholders of record on March 2, 2000. The Company's Form
10-Q for the quarters ended March 31, 2000 and June 30, 2000 reflects the stock
split for all periods presented.
The selected consolidated financial data set forth below for the Company
for each of the years ended December 31, 1995 through December 31, 1999 have
been derived from the Company's audited consolidated financial statements
restated to reflect the stock split. Accordingly, appropriate adjustments have
been made to the number of outstanding shares and per share information, as well
as the exercise price and number of shares subject to stock options. The
Company's audited consolidated financial statements as of December 31, 1998 and
1999 and for each of the three years in the period ended December 31, 1999 are
as previously reported in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999. Historical results are not necessarily indicative of
results to be expected for any future period. The selected consolidated
financial data set forth below should be read in conjunction with the
consolidated financial statements and notes thereto and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
3
<PAGE>
RESTATEMENT OF EARNINGS PER SHARE DATA
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENTS OF INCOME DATA:
Revenues............................... $ 298 $ 2,775 $ 13,898 $ 45,031 $ 74,084
Revenues - related party............... 6,877 9,257 10,846 13,575 14,820
------ ------ ------- ------- -------
Total revenues...................... 7,175 12,032 24,744 58,606 88,904
Cost of revenues....................... 3,567 6,020 14,359 31,919 46,161
------ ------ ------- ------- -------
Gross profit........................... 3,608 6,012 10,385 26,687 42,743
Selling, general and
administrative expenses............... 2,213 3,727 6,898 15,547 23,061
Depreciation and amortization
expense............................... 376 819 1,358 2,222 3,037
------ ------ ------- ------- -------
Income (loss) from operations.......... 1,019 1,466 2,129 8,918 16,645
Other income:
Interest income..................... 7 8 25 638 1,263
Other income - net.................. 44 1 -- 83 37
------ ------ ------- ------- -------
Total other income................. 51 9 25 721 1,300
------ ------ ------- ------- -------
Income before provision for
income taxes.......................... 1,070 1,475 2,154 9,639 17,945
Provision for income taxes............. (247) (341) (581) (3,606) (6,711)
Minority interest...................... (362) (492) (545) -- --
Net income............................. $ 461 $ 642 $ 1,028 $ 6,033 $ 11,234
====== ====== ======= ======= =======
Unaudited Basic earnings per share..... $ 0.04 $ 0.05 $ 0.08 $ 0.38 $ 0.61
====== ====== ======= ======= =======
Unaudited Diluted earnings per share... $ 0.04 $ 0.05 $ 0.08 $ 0.36 $ 0.58
====== ====== ======= ======= =======
Weighted average number of common
shares outstanding.................... 13,000 13,000 13,094 15,886 18,342
====== ====== ======= ======= =======
Weighted average number of common
shares and stock options outstanding.. 13,000 13,000 13,210 16,538 19,416
====== ====== ======= ======= =======
Balance Sheet Data (at period end):
Cash and cash equivalents.............. $ 546 $ 1,810 $ 2,715 $ 28,418 $ 42,641
Working capital........................ 1,126 2,781 5,694 29,416 43,507
Total assets........................... 5,451 7,827 18,298 51,679 69,026
Due to related party................... 662 976 6,646 9 --
Stockholders' equity................... 1,766 2,806 3,419 32,616 45,461
</TABLE>
4
<PAGE>
In accordance with General Instruction E to Form S-8, the following
exhibits are filed herewith:
Exhibit
Number Description
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5 Opinion of Buchanan Ingersoll Professional Corporation.
10.1 Cognizant Technology Solutions Corporation 1999 Incentive Compensation
Plan, as amended.
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).
5
<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
August, 2000.
COGNIZANT TECHNOLOGY
SOLUTIONS CORPORATION
By: /s/ Wijeyaraj Mahadeva
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Wijeyaraj Mahadeva
Chairman of the Board and
Chief Executive Officer
6
<PAGE>
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.
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
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/s/ Wijeyaraj Mahadeva Chairman of the Board and Chief August 10, 2000
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Wijeyaraj Mahadeva Executive Officer (principal
executive officer)
s/ Gordon Coburn Senior Vice President, Chief August 10, 2000
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Gordon Coburn Financial Officer, Treasurer and
Secretary (principal financial
and accounting officer)
/s/ Anthony Bellomo Director August 10, 2000
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Anthony Bellomo
Director August , 2000
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Victoria Fash
Director August , 2000
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Robert W. Howe
/s/ John Klein Director August 10, 2000
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John Klein
/s/ Venetia Kontogouris Director August 10, 2000
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Venetia Kontogouris
7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5 Opinion of Buchanan Ingersoll Professional Corporation.
10.1 Cognizant Technology Solutions Corporation 1999 Incentive Compensation
Plan, as amended.
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).
8
