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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):  November 1, 2024
EPAM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware1-3541822-3536104
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
41 University DriveSuite 20218940
NewtownPennsylvania
(Address of principal executive offices)(Zip Code)

267-759-9000
(Registrant’s telephone number, including area code)
Not Applicable
(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 obligation 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))
 

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on which Registered
Common Stock, par value $0.001 per shareEPAMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 7.01. Regulation FD Disclosure.
On November 1, 2024, EPAM Systems, Inc. (“EPAM”) issued a press release announcing that it had completed its previously announced acquisition of 99.692% of the ordinary shares of Neoris N.V. (“Neoris”) (such acquisition, the “Acquisition”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.
On November 1, 2024, EPAM consummated the Acquisition pursuant to the terms of that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of August 28, 2024, by and among EPAM, MA Monredo (Netherlands) B.V. (“Monredo”), CXNetworks N.V. (“Cemex” and together with Monredo, the “Sellers”), and Neoris, as amended on October 30, 2024 ("Amendment No 1").
As consideration for the Acquisition, EPAM paid the Sellers $630,000,000, subject to certain adjustments related to cash, debt, transaction expenses, and closing working capital as set forth in the Purchase Agreement, in the aggregate in cash.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which was attached as Exhibit 2.1 to the EPAM’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2024, and the full text of Amendment No. 1, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
101 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.


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.

Date: November 1, 2024
By:/s/ Edward F. Rockwell
Name:Edward F. Rockwell
Title:SVP, General Counsel and Corporate Secretary





Exhibit 99.1
logoa13.jpg

EPAM Completes Acquisition of NEORIS

The acquisition enhances EPAM’s delivery capabilities in Latin America and Europe,
boosting client value across key industries

Newtown, PA, USA, November 1, 2024 – EPAM Systems, Inc. (NYSE: EPAM), a leading digital transformation services and product engineering company, today announced the successful completion of its acquisition of NEORIS, a Miami-headquartered global advanced technology consultancy with approximately 4,800 professionals across major talent hubs in Latin America, Spain and the U.S. The sellers are funds managed by Advent International, one of the largest and most experienced global private equity investors, and Cemex, a global construction materials company.

NEORIS specializes in delivering complex digital engagement and transformation projects for clients in the Americas and Europe across Manufacturing, Banking, CPG & Retail, Telco & Media, among others. They utilize their strong software development and technology consulting expertise in multiple domains, including Digital Experience, Engineering, SAP, Data, Analytics, ML & AI, Interactive UX, Digital Strategy and Enterprise Architecture.

The closing of this acquisition marks a strategic expansion for EPAM—creating a competitive offering for clients across Latin America and in Spanish- and Portuguese-speaking countries—while broadening EPAM’s global and nearshore delivery capabilities across North America, India and Europe.


Learn more about the acquisition here: EPAM Announces Agreement to Acquire NEORIS | EPAM.


About EPAM Systems
Since 1993, EPAM Systems, Inc. (NYSE: EPAM) has used its software engineering expertise to become a leading global provider of digital engineering, cloud and AI-enabled transformation services, and a leading business and experience consulting partner for global enterprises and ambitious startups. We address our clients' transformation challenges by focusing EPAM Continuum's integrated strategy, experience and technology consulting with our 30+ years of engineering execution to speed our clients' time to market and drive greater value from their innovations and digital investments.
We make GenAI real with our AI LLM orchestration, testing and engineering solutions, EPAM DIAL, EPAM EliteA™ and EPAM AI/RUN™, respectively.
We deliver globally but engage locally with our expert teams of consultants, architects, designers and engineers, making the future real for our clients, our partners, and our people around the world. We believe the right solutions are the ones that improve people's lives and fuel competitive advantage for our clients across diverse industries. Our thinking comes to life in the experiences, products and platforms we design and bring to market.
Added to the S&P 500 and the Forbes Global 2000 in 2021 and recognized by Glassdoor and Newsweek as a Top 100 Best Workplace, our multidisciplinary teams serve customers across six continents. We are proud to be among the top 15 companies in Information Technology Services in the Fortune 1000 and to be recognized as a leader in the IDC MarketScapes for Worldwide Experience Build Services, Worldwide Experience Design Services and Worldwide Software Engineering Services.

Learn more at www.epam.com and follow us on LinkedIn.

*Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner's research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.


Forward-Looking Statements
This press release includes certain statements which may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which are necessarily subject to risks, uncertainties, and assumptions as to future events that may not prove to be accurate. Such forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our business and operations. These statements may include words such as “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. Those future events and trends may relate to, among other things, the anticipated impacts or benefits of EPAM’s acquisition of NEORIS, including any market expansion, developments relating to the war in Ukraine and escalation of the war in the surrounding region, political and civil unrest or military action in the geographies where we conduct business and operate, difficult conditions in global capital markets, foreign exchange markets and the broader economy, and the effect that these events may have on client demand and our revenues, operations, access to capital, and profitability. Other factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the risk factors discussed in our most recent Annual Report on Form 10-K and the factors discussed in our Quarterly Reports on Form 10-Q, particularly under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and other filings with the Securities and Exchange Commission. Although we believe that these forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made based on information currently available to us. EPAM undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.










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DEI Document
Nov. 01, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 01, 2024
Entity Registrant Name EPAM SYSTEMS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-35418
Entity Tax Identification Number 22-3536104
Entity Address, Address Line One 41 University Drive
Entity Address, Address Line Two Suite 202
Entity Address, City or Town Newtown
Entity Address, State or Province PA
Entity Address, Postal Zip Code 18940
City Area Code 267
Local Phone Number 759-9000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001352010
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol EPAM
Security Exchange Name NYSE
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