8-KOther Events

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report (Apr 25, 2003)

Filed April 25, 2003For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) filed a Form 8-K on April 25, 2003, to report a three-for-one stock split of its Class A Common Stock, effective April 1, 2003. This stock split, structured as a 200% stock dividend, required restatement of certain financial and statistical data. Specifically, the number of outstanding shares and per-share information in the company's upcoming Form 10-K and Annual Report to Stockholders have been adjusted to reflect this change. Investors should note that all previously reported figures related to share counts and earnings per share (EPS) will be retrospectively adjusted for this split. Additionally, the company has made appropriate adjustments to outstanding stock options, including their exercise prices and the number of shares subject to them. The company's stockholders' equity accounts have also been restated to reflect the accounting treatment of the stock dividend, moving par value amounts from additional paid-in capital to common stock.

Key Highlights

  • 1Cognizant Technology Solutions Corporation executed a 3-for-1 stock split on Class A Common Stock, effective April 1, 2003.
  • 2The stock split was implemented as a 200% stock dividend.
  • 3Financial and statistical data, including outstanding share counts and per-share metrics, have been restated to reflect the split.
  • 4Adjustments have been made to stock option exercise prices and the number of shares under option.
  • 5Stockholders' equity accounts were restated to reclassify amounts from additional paid-in capital to common stock.
  • 6Restated financial statements reflecting the stock split are included as Exhibit 99.1.
  • 7The filing clarifies that the stock split was not reflected in the initially filed Form 10-K.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally announce and provide details regarding Cognizant's three-for-one stock split of its Class A Common Stock, which became effective on April 1, 2003. It also serves to inform investors that financial statements and other data will be restated to reflect this split.

After the stock split, for every one share of Class A Common Stock you owned, you will now own three shares. While the number of shares increases, the total value of your holdings is expected to remain the same immediately after the split, as the price per share will adjust proportionally (to approximately one-third of the pre-split price).

Yes, the earnings per share will be restated. Since the number of outstanding shares increases by a factor of three, the EPS will be divided by three to reflect the split. This allows for a more accurate comparison of performance over time.

Yes, the company has adjusted the exercise price and the number of shares subject to outstanding stock options to reflect the three-for-one stock split. This ensures that the economic value and incentives provided by the options are maintained after the split.