Recent Material Event

Item  3.02 Unregistered Sales of Equity Securities

On May 23, 2012, EPAM Systems, Inc. (“EPAM”) entered into a definitive purchase agreement to acquire Thoughtcorp Systems, Inc., an information technology solutions company based in Canada. According to the purchase agreement, the consideration paid by EPAM to acquire all of the Thoughtcorp business includes the issuance of 434,546 shares of restricted common stock. The transaction is expected to close by the end of May 2012.

No underwriter was involved in the Thoughtcorp acquisition and no underwriting commissions were paid. This transaction was exempt from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.


Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.1 and incorporated by reference into this Item 7.01 is a copy of the press release issued by EPAM, dated May 23, 2012, reporting the Thoughtcorp acquisition.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits


99.1    Press Release issued by EPAM Systems, Inc. dated May 23, 2012.


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: May 23, 2012     EPAM SYSTEMS, INC.


    Name: Ilya Cantor
    Title: Senior Vice President, Chief Financial Officer and Treasurer



99.1    Press Release issued by EPAM Systems, Inc. dated May 23, 2012.