UNITED STATES
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 2, 2005
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 11, 2005, the Board of Directors of Syntel, Inc. (the "Company")
approved an amendment to the Company's 1997 Stock Option and Incentive Plan
("Plan") and recommended its adoption to the Company's shareholders. On June 2,
2005, at the Company's Annual Meeting of Shareholders, the Company's
shareholders approved the proposed amendment to the Plan. The amendment as
approved by the shareholders adds a sentence to Section 2.3 of the Plan
prohibiting the Company's Board of Directors and the Board's Compensation
Committee from repricing stock options issued under the Plan.
A copy of the Plan is attached as Exhibit 10.1 to this Current Report. Also
attached as Exhibits 10.2 and 10.3 to this Current Report are the forms of stock
option agreement and restricted stock agreement entered into between the Company
and the recipients of grants of stock options or restricted stock, respectively.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
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10.1 Syntel, Inc.'s 1997 Stock Option and Incentive Plan (Amended and Restated)
10.2 Form of Stock Option Agreement
10.3 Form of Restricted Stock Agreement
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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 hereunto duly authorized.
Syntel,Inc.
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(Registrant)
Date June 6, 2005 By /s/ Daniel M. Moore
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Daniel M. Moore, Chief Administrative Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Syntel, Inc.'s 1997 Stock Option and Incentive Plan (Amended and Restated)
10.2 Form of Stock Option Agreement
10.3 Form of Restricted Stock Agreement
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