-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bp+2B+8Y2fR0ljcfgBwN2xEr9563UPWVJ71M90lpwSOLJSU3ZoNK08yqzpBbfNfg zsjMOEEUDezZLmjDJok7uA== 0000903100-02-000108.txt : 20020416 0000903100-02-000108.hdr.sgml : 20020416 ACCESSION NUMBER: 0000903100-02-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020416 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNIZANT TECHNOLOGY SOLUTIONS CORP CENTRAL INDEX KEY: 0001058290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 133728359 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24429 FILM NUMBER: 02611756 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 26TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129986115 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 26TH FL CITY: NEW YORK STATE: NY ZIP: 10019 8-K 1 form8k_041602.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- 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 16, 2002 -------------- Cognizant Technology Solutions Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-24429 13-3728359 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 500 Glenpointe Centre West Teaneck, New Jersey 07666 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (201) 801-0233 --------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On April 16, 2002, Cognizant Technology Solutions Corporation (the "Registrant") issued a press release announcing that its Board of Directors has approved an international strategy that includes extensive infrastructure investment in India and geographic expansion in Europe and Asia. In furtherance of this strategy, the Registrant will be changing its previously existing intent with respect to repatriation of its 2002 and future earnings in India commencing in the first quarter of 2002 and will no longer accrue taxes associated with repatriation on such earnings. A copy of the press release 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 of Exhibit ----------- ---------------------- 99.1 Press release dated April 16, 2002. - 2 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION By: /s/ Wijeyaraj Mahadeva --------------------------------------- Name: Wijeyaraj Mahadeva Title: Chairman of the Board and Chief Executive Officer Date: April 16, 2002 - 3 - EX-99 4 form8k_exhibit99.txt FOR: Cognizant Technology Solutions Corp. 500 Glenpointe Centre West Teaneck, NJ 07666 CONTACT: Gordon Coburn Chief Financial Officer 201-678-2712 FOR IMMEDIATE RELEASE - --------------------- Corey Cutler/Stephanie Prince Press: Brian Maddox/Scot Hoffman Morgen-Walke Associates 212-850-5600 COGNIZANT ANNOUNCES INTERNATIONAL STRATEGY TO ENHANCE INFRASTRUCTURE AND INVEST IN GLOBAL CAPABILITIES * Cognizant Will No Longer Accrue Taxes Related to Repatriation of its Earnings in India Teaneck, NJ - April 16, 2002 -- Cognizant Technology Solutions Corp. (Nasdaq: CTSH), a leading provider of custom software development, integration and maintenance services, announced today that its Board of Directors has approved an international strategy that includes its extensive infrastructure investment in India, and geographic expansion in Europe and Asia. "We expect the strong wave of demand for our services that exists in the United States to next hit Europe, especially the United Kingdom. We want to be well positioned to benefit and want to add resources and capabilities organically and through acquisitions to exploit opportunities as they arise," said Kumar Mahadeva, Chairman and Chief Executive Officer. "In addition, we have opened up a subsidiary in Singapore and are actively pursuing alliances and relationships in Japan and Australia." By 2004, Cognizant expects to have three TechnoComplexes in India supporting existing and new clients for application outsourcing and high value engagements. At a cost of approximately $40 million, and with over 620,000 square feet, the leading edge facilities will have capacity to house 6,000 employees. Tangible benefits of the investment include high quality space for new employees, indoor and outdoor recreation facilities, consolidation of existing offices and support personnel, a boost to brand identity, and a state-of-the-art communications infrastructure. Based on the expanded infrastructure and global reinvestment strategy, Cognizant is changing its previously existing intent with regard to the repatriation of its Indian earnings. Although the Company enjoys a tax holiday on most of its income earned in India, it has been Cognizant's practice to accrue income taxes on these earnings for financial reporting purposes based on the expectation of repatriating the earnings to the United States in the future. Starting in the first quarter of 2002, Cognizant intends to use its 2002 and future Indian earnings for its international strategy to fund long-term investments and no longer intends to repatriate these earnings; therefore, Cognizant will no longer accrue taxes related to repatriation of these earnings. "This tax rate change added $0.06 to our EPS for the first quarter of 2002. Furthermore, for the full year of 2002, we expect that this change will add an additional $0.25 to our previously stated EPS guidance of $1.25," said Gordon Coburn, Chief Financial Officer. ABOUT COGNIZANT TECHNOLOGY SOLUTIONS Cognizant is a leading provider of custom software development, integration and maintenance services that link e-business with core information systems for companies worldwide. Cognizant operates under a high quality, high value onsite/offshore model that enables better, faster and more cost effective development and deployment of large-scale systems across a wide range of transaction intensive business needs. Its more than 3,800 employees are committed to partnerships that sustain long-term, proven value in order to win in today's global marketplace. Cognizant was listed as one of the "Best Small Companies in America," by Forbes and as the top solutions provider and one of the top 200 Hot Companies by Business Week. Cognizant has been assessed at SEI/CMM Level 5, the highest possible rating. For more information, visit Cognizant on the web at www.cognizant.com. ----------------- Certain statements contained herein, including statements regarding the development of the Company's services, markets and future demand for the Company's services, projections on future growth potential, and other statements regarding matters that are not historical facts, are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include risks and uncertainties; consequently, actual results may differ materially from those expressed or implied thereby. Factors that could cause actual results to differ materially include, but are not limited to, variability of quarterly operating results, reliance on large projects, concentration of revenue, ability to attract and retain professional staff, dependence on key personnel, ability to manage growth effectively, risks associated with rapid technological advances, risks associated with possible acquisitions, risks associated with the Company's strategic partnerships, various project-associated risks, substantial competition, general economic conditions, risks associated with intellectual property rights, risks associated with international operations and other risk factors listed from time to time in the Company's filings and reports with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----