================================================================================
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 1, 2006
---------------------
Syntel, Inc.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Michigan
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-22903 38-2312018
--------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
525 E. Big Beaver Road, Suite 300, Troy, Michigan 48083
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(248) 619-2800
--------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(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
follwing 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))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
The Amended and Restated Stock Option and Incentive Plan (the "Stock Option
Plan") of Syntel, Inc. (the "Registrant"), approved on June 1, 2006 by the
Registrant's board of directors, became effective on June 1, 2006 upon its
adoption by the Registrant's shareholders. A description of the material terms
of the Stock Option Plan was included in the Registrant's Definitive Proxy
Statement on Schedule 14A (File No. 000-22903), as filed with the Securities and
Exchange Commission on May 1, 2006, under the heading "Proposal to Adopt the
Amended and Restated Stock Option and Incentive Plan." This discussion is
incorporated herein by reference. The Stock Option Plan amends and restates the
1997 Stock Option and Incentive Plan, updates and expands its flexibility, and
extends its termination date to June 1, 2016. A copy of the Stock Option Plan is
attached as Exhibit 10.1 to this Current Report.
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
The Amended and Restated Purchase Plan (the "Stock Purchase Plan") of the
Registrant, approved on June 1, 2006 by the Registrant's board of directors,
became effective on June 1, 2006 upon its adoption by the Registrant's
shareholders. A description of the material terms of the Stock Option Plan was
included in the Registrant's Definitive Proxy Statement on Schedule 14A (File
No. 000-22903), as filed with the Securities and Exchange Commission on May 1,
2006, under the heading "Proposal to Adopt the Amended and Restated Employee
Stock Purchase Plan." This discussion is incorporated herein by reference. The
Stock Purchase Plan updates the provisions of the Stock Purchase Plan and
extends its termination date to May 31, 2016. A copy of the Stock Purchase Plan
is attached as Exhibit 10.2 to this Current Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
------- -----------
10.1 Amended and Restated Stock Option and Incentive Plan
10.2 Amended and Restated Employee Stock Purchase Plan
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.
--------------------------------------------------
(Registrant)
Date June 7, 2006 By /s/ Daniel M. Moore
--------------- ----------------------------------------
Daniel M. Moore, Chief Administrative Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
10.1 Amended and Restated Stock Option and Incentive Plan
10.2 Amended and Restated Employee Stock Purchase Plan