8-KCorporate ChangesExhibits & Filings

COGNIZANT TECHNOLOGY SOLUTIONS CORP 8-K Report, Bylaw Amendment (Sep 17, 2013)

Filed September 17, 2013For Securities:CTSH

Summary

Cognizant Technology Solutions Corporation (CTSH) filed a Form 8-K on September 17, 2013, to report on a corporate housekeeping matter. The company filed a Certificate of Elimination with the Delaware Secretary of State on September 16, 2013, which effectively removed all provisions related to its Series A Junior Participating Preferred Stock from its Restated Certificate of Incorporation. This action was taken as no shares of this preferred stock were issued or outstanding at the time. Following the elimination of the Series A Junior Participating Preferred Stock, Cognizant also filed an updated Restated Certificate of Incorporation. This revised document serves to integrate all previous amendments and now reflects the absence of the Series A preferred stock. For investors, this filing is largely procedural and does not indicate any immediate operational changes or impact on the company's financial performance. It represents a clean-up of the company's charter documents.

Key Highlights

  • 1Cognizant Technology Solutions Corporation filed a Form 8-K on September 17, 2013.
  • 2The company filed a Certificate of Elimination for its Series A Junior Participating Preferred Stock on September 16, 2013.
  • 3This action eliminated all provisions related to the Series A Junior Participating Preferred Stock from the company's charter.
  • 4No shares of the Series A Junior Participating Preferred Stock were issued or outstanding at the time of filing.
  • 5Cognizant also filed an updated Restated Certificate of Incorporation to reflect this change.
  • 6The filing is considered procedural and administrative in nature.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally eliminate the Series A Junior Participating Preferred Stock from Cognizant's corporate charter and to file an updated Restated Certificate of Incorporation that reflects this change. This is a procedural update to the company's legal documents.

No, this filing indicates the opposite. The company is eliminating provisions for a class of preferred stock for which no shares were ever issued or outstanding. Therefore, it does not involve any new stock issuances or changes to the currently outstanding shares.

Series A Junior Participating Preferred Stock is a class of stock that companies can authorize in their charter. It typically has specific rights and preferences, often designed to provide certain protections or benefits, sometimes in the context of mergers or acquisitions, or as a 'poison pill' defense. In this case, Cognizant had authorized it but never issued any shares.

No, investors should not be concerned. This is a routine administrative action to clean up the company's corporate records by removing provisions for a stock class that was never utilized. It does not have any impact on Cognizant's business operations, financial performance, or existing shareholder structure.