S-8 1 0001.txt COGNIZANT TECHNOLOGY FORM S-8 As filed with the Securities and Exchange Commission on August 10, 2000 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, as amended -------------------------------------------------------------------------------- (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 650 College Road East Princeton, New Jersey 08540 (609) 987-6800 CALCULATION OF REGISTRATION FEE =============================================================================================================
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 ------------------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------------------
(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 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 RESTATEMENT OF EARNINGS PER SHARE DATA
YEAR ENDED DECEMBER 31, 1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- (IN THOUSANDS, EXCEPT PER SHARE DATA) 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
4 In accordance with General Instruction E to Form S-8, the following exhibits are filed herewith: 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). 5 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 ----------------------------- Wijeyaraj Mahadeva Chairman of the Board and Chief Executive Officer 6 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 --------- ----- ---- /s/ Wijeyaraj Mahadeva Chairman of the Board and Chief August 10, 2000 ------------------------- Wijeyaraj Mahadeva Executive Officer (principal executive officer) s/ Gordon Coburn Senior Vice President, Chief August 10, 2000 ------------------------- Gordon Coburn Financial Officer, Treasurer and Secretary (principal financial and accounting officer) /s/ Anthony Bellomo Director August 10, 2000 ------------------------- Anthony Bellomo Director August , 2000 ------------------------- Victoria Fash Director August , 2000 ------------------------- Robert W. Howe /s/ John Klein Director August 10, 2000 ------------------------- John Klein /s/ Venetia Kontogouris Director August 10, 2000 ------------------------- Venetia Kontogouris 7 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