<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1996
REGISTRATION NO. 333-12671
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAPIENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7373 04-3130648
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02142
(617) 621-0200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------
JERRY A. GREENBERG
J. STUART MOORE
CO-CHAIRMEN OF THE BOARD
CO-CHIEF EXECUTIVE OFFICERS
SAPIENT CORPORATION
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142
(617) 621-0200
(NAMES, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENTS FOR SERVICE)
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COPIES TO:
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<S> <C>
PAUL P. BROUNTAS, ESQ. KEITH F. HIGGINS, ESQ.
HALE AND DORR ROPES & GRAY
60 STATE STREET ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02109 BOSTON, MASSACHUSETTS 02110
(617) 526-6000 (617) 951-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(File No. 333-12671) is being filed solely for the purpose of filing a new
Exhibit 5.
<PAGE> 3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S> <C>
**1 -- Form of Underwriting Agreement.
*3.1 -- Amended and Restated Certificate of Incorporation.
*3.2 -- Amended and Restated Bylaws.
*4.1 -- Specimen Certificate for Shares of Common Stock, $.01 par value, of the
Registrant.
5 -- Opinion of Hale and Dorr with respect to the validity of the securities being
offered.
*10.1 -- Lease between the Registrant and One Memorial Drive Limited Partnership, dated
March 30, 1994, as amended December 5, 1995, for offices at One Memorial Drive,
Cambridge, Massachusetts.
*10.2 -- Lease between the Registrant and S.P.N.W. Management Associates Limited
Partnership, dated November 2, 1995, for offices at 10 Exchange Place, Jersey
City, New Jersey.
*10.3 -- Lease between the Registrant and The Prudential Insurance Company of America,
dated July 17, 1995, for offices at 580 California Street, San Francisco,
California.
*10.4 -- 1992 Stock Plan.
*10.5 -- 1996 Equity Stock Incentive Plan.
*10.6 -- 1996 Director Stock Option Plan.
*10.7 -- Executive Bonus Plan.
*10.8 -- Revolving Loan Facility with Fleet Bank of Massachusetts, N.A., dated July 11,
1994, as amended July 1, 1995 and February 15, 1996.
**10.9 -- Standard Form Employment Agreement between the Registrant and its Employees.
**11 -- Calculation of shares used in determining earnings per share.
**21 -- List of subsidiaries.
23.1 -- Consent of Hale and Dorr (included in Exhibit 5).
**23.2 -- Consent of KPMG Peat Marwick LLP.
**23.3 -- Consent of Ernst & Young LLP.
**24.1 -- Powers of Attorney (included on the signature pages hereto).
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* Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1 (File No. 333-1586).
** Previously filed.
(b) Financial Statement Schedules
All schedules have been omitted because they are not required or because
the required information is given in the Financial Statements or Notes thereto.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cambridge, Commonwealth of Massachusetts, on this 22nd day of October, 1996.
SAPIENT CORPORATION
By: /s/ JERRY A. GREENBERG
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Name: Jerry A. Greenberg
Title: Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ JERRY A. GREENBERG Co-Chief Executive Officer and October 22, 1996
- ------------------------------------- Director (Principal Executive
Jerry A. Greenberg Officer)
* Co-Chief Executive Officer and October 22, 1996
- ------------------------------------- Director (Principal Executive
J. Stuart Moore Officer)
* Chief Financial Officer (Principal October 22, 1996
- ------------------------------------- Financial and Accounting Officer)
Susan D. Johnson
* Director October 22, 1996
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Carl S. Sloane
* Director October 22, 1996
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Darius W. Gaskins, Jr.
* Director October 22, 1996
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Bruce D. Parker
* Director October 22, 1996
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R. Stephen Cheheyl
</TABLE>
*By: /s/ DEBORAH ENGLAND GRAY
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Attorney-in-Fact
II-2
<PAGE> 1
Exhibit 5
HALE AND DORR
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 o FAX 617-526-5000
October 22, 1996
Sapient Corporation
One Memorial Drive
Cambridge, MA 02142
Re: Registration Statement on Form S-1 (File No. 333-12671)
-------------------------------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-1 (File No. 333-12671) (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 1,196,000 shares of Common Stock, $.01 par
value per share (the "Common Stock"), of Sapient Corporation, a Delaware
corporation (the "Company"), of which (i) up to 656,000 shares of Common Stock
(including 156,000 shares subject to an over-allotment option granted by the
Company to the Underwriters (as defined below)) will be issued and sold by the
Company to the Underwriters, and (ii) 540,000 shares of Common Stock will be
sold by certain stockholders of the Company (the "Selling Stockholders") to
the Underwriters (collectively, the "Shares").
The Shares are to be sold by the Company and the Selling Stockholders
pursuant to an underwriting agreement (the "Underwriting Agreement") to be
entered into by and among the Company, the Selling Stockholders, and Goldman,
Sachs & Co. and Morgan Stanley & Co. Incorporated, as representatives of the
several underwriters named in the Underwriting Agreement (the "Underwriters"),
the form of which has been filed as Exhibit 1 to the Registration Statement.
WASHINGTON, DC BOSTON, MA MANCHESTER, NH
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HALE AND DORR IS A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
<PAGE> 2
Sapient Corporation
October 22, 1996
Page 2
We are acting as counsel for the Company in connection with the sale by the
Company and the Selling Stockholders of the Shares. We have examined signed
copies of the Registration Statement as filed with the Commission. We have also
examined and relied upon the Underwriting Agreement, minutes of meetings of the
stockholders and Board of Directors of the Company as provided to us by the
Company, stock record books of the Company as provided to us by the Company, the
Certificate of Incorporation and Bylaws of the Company, each as restated and/or
amended to date and such other documents as we have deemed necessary for
purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Underwriting Agreement, to register
and qualify the Shares for sale under all applicable state securities or "blue
sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the laws of the Commonwealth of Massachusetts, the Delaware General
Corporation Law statute and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that (i) the
Shares to be issued and sold by the Company have been duly authorized and, when
issued and paid for in accordance with the terms and conditions of the
Underwriting Agreement, will be validly issued, fully paid and nonassessable,
and (ii) the Shares to be sold by the Selling Stockholders have been duly
authorized and are validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
<PAGE> 3
Sapient Corporation
October 22, 1996
Page 3
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our
name therein and in the related Prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
HALE AND DORR
