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) June 10, 2004
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SYNTEL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Michigan
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(State or Other Jurisdiction of Incorporation)
0-22903 38-2312018
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(Commission File Number) (IRS Employer Identification No.)
525 E. Big Beaver Road, Suite 300, Troy, Michigan 48083
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(Address of Principal Executive Offices) (Zip Code)
(248) 619-2800
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In 2004, the Audit Committee of Syntel, Inc. (the "Company") solicited
competitive proposals from several independent accounting firms to provide
independent accounting services to the Company for fiscal years 2004 and 2005.
On June 10, 2004, the Audit Committee of the Company was informed by the
Company's current independent accounting firm, Ernst & Young LLP ("E&Y") that
E&Y would not submit a competitive proposal (declined to stand for re-election)
for the 2004 and 2005 fiscal years. The Company's Audit Committee is currently
evaluating proposals received from other independent accounting firms for the
2004 and 2005 fiscal years. E&Y will continue as the independent accounting firm
for the Company through the filing of the Form 10-Q for the period ending June
30, 2004.
The reports of E&Y on the Company's financial statements for the 2002 and 2003
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles. There were no disagreements between the Company and E&Y on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure during the 2002 or 2003 fiscal years and the period
through June 16, 2004, which disagreements, if not resolved to the satisfaction
of E&Y, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports on financial statements. During the
2002 and 2003 fiscal years and the period through June 10, 2004, there were no
"reportable events" within the meaning of Item 304(a)(1)(v) of the Securities
and Exchange Commission's Regulation S-K.
The Company provided E&Y with a copy of the foregoing disclosures and a letter
from E&Y confirming its agreement with these disclosures is attached to this
report as Exhibit 16.
Item 7. Exhibits.
Exhibit 16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission re Change in Certifying Accountant
SIGNATURES
Pursuant to the requirements 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.
Syntel, Inc.
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(Registrant)
Date June 17, 2004 By /s/ Keshav Murugesh
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Keshav Murugesh, Chief Financial Officer
(Principal financial and accounting officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission re Change in Certifying Accountant