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As filed with the Securities and Exchange Commission
on June 4, 1996
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SAPIENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-3130648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE MEMORIAL DRIVE, CAMBRIDGE, MASSACHUSETTS 02142
(Address of Principal Executive Offices) (Zip Code)
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
JERRY A. GREENBERG
J. STUART MOORE
CO-CHIEF EXECUTIVE OFFICERS
SAPIENT CORPORATION
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142
WITH A COPY TO:
PAUL P. BROUNTAS
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(Name and address of agents for service)
(617) 621-0200
(Telephone number, including area code, of agents for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- --------- ------------
Common Stock, 150,000 $45.00(1) $6,750,000(1) $2,328
$.01 par shares
value
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- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
the Nasdaq National Market on May 30, 1996 in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Registrant's 1996 Employee Stock Purchase Plan pursuant
to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for the
registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
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Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the General Corporation Law of Delaware provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement reasonably incurred in
connection with any litigation or other legal proceeding (other than an action
by or in the right of the Registrant) brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against expenses (including attorneys'
fees) and amounts paid in settlement reasonably incurred in connection with any
action by or in the right of the Registrant by virtue of his position as a
director or officer of the Registrant if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Registrant, except that no indemnification shall be made with respect to any
such matter as to which such director or officer shall have been adjudged to be
liable to the Registrant, unless and only to the extent that a court determines
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise, he
shall be indemnified against all expenses (including attorneys' fees) reasonably
incurred by him in connection therewith. Expenses incurred in defending a
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civil or criminal action, suit or proceeding shall be advanced by the Registrant
to a director or officer, at his request, upon receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to indemnification.
Indemnification is required to be made unless the Registrant determines (in
the manner provided in the Amended and Restated Certificate of Incorporation)
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 60 days after such payment is claimed by such person, such person is
permitted to petition a court to make an independent determination as to whether
such person is entitled to indemnification. As a condition precedent to the
right of indemnification, the director or officer must give the Registrant
notice of the action for which indemnity is sought and the Registrant has the
right to participate in such action or assume the defense thereof.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the General Corporation Law of
Delaware is amended to expand the indemnification permitted to directors or
officers, the Registrant must indemnify those persons to the fullest extent
permitted by such law as so amended.
Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that, except to the extent that the General Corporation
Law of Delaware prohibits the elimination or limitation of liability of
directors for breaches of fiduciary duty, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
any breach of fiduciary duty as a director.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
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Item 8. Exhibits
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Exhibit
Number Description
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4.1 (1) Amended and Restated Certificate of
Incorporation of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (1) Specimen certificate for shares of common stock.
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick L.L.P.
23.3 Consent of Ernst & Young L.L.P
24.1 Power of Attorney
Item 9. Undertakings
------------
1. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
- --------
1 Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-1586).
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PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be in the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on June 4,
1996.
SAPIENT CORPORATION
By: /s/ Jerry A. Greenberg
----------------------
Jerry A. Greenberg
Co-Chief
Executive Officer
By: /s/ J. Stuart Moore
----------------------
J. Stuart Moore
Co-Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Sapient Corporation hereby
severally constitute Susan D. Johnson, Deborah England Gray, Paul P. Brountas
and Jonathan Wolfman, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-8
filed herewith and any and all subsequent amendments to said Registration
Statement, and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable Sapient Corporation to comply
with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said attorneys,
or any of them, to said Registration Statement and any and all amendments
thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Jerry A. Greenberg Co-Chief ) June 4, 1996
- -------------------------- Executive Officer and )
Jerry A. Greenberg Director (principal )
executive officer) )
)
)
)
)
)
)
/s/ J. Stuart Moore Co-Chief ) June 4, 1996
- -------------------------- Executive Officer and )
J. Stuart Moore Director (principal )
executive officer) )
)
)
)
)
)
)
/s/ Susan D. Johnson Chief Financial Officer ) June 4, 1996
- -------------------------- (principal financial )
Susan D. Johnson and accounting officer) )
)
)
)
)
/s/ Carl S. Sloane Director ) June 4, 1996
- -------------------------- )
Carl S. Sloane )
)
)
/s/ Darius W. Gaskins, Jr. Director ) June 4, 1996
- -------------------------- )
Darius W. Gaskins, Jr. )
)
)
/s/ Bruce D. Parker Director ) June 4, 1996
- -------------------------- )
Bruce D. Parker )
)
)
/s/ R. Stephen Cheheyl Director ) June 4, 1996
- -------------------------- )
R. Stephen Cheheyl )
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 (1) Amended and Restated Certificate of
Incorporation of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (1) Specimen certificate for shares of common stock.
5.1 Opinion of Hale and Dorr
23.1 Consent of Hale and Dorr (included in
Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick L.L.P.
23.3 Consent of Ernst & Young L.L.P
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
- --------
1 Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-1586).
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EXHIBIT 5.1
June 3, 1996
Sapient Corporation
One Memorial Drive
Cambridge, Massachusetts 02142
Re: 1996 Employee Stock Purchase Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed on June 4, 1996 with the Securities
and Exchange Commission relating to 150,000 shares of the Common Stock, $.01 par
value per share ("Shares"), of Sapient Corporation, a Delaware corporation (the
"Company"), issuable under the Company's 1996 Employee Stock Purchase Plan (the
"Plan").
We have examined the Amended and Restated Certificate of Incorporation and
the Amended and Restated By-laws of the Company and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares, and the Shares, when
issued and paid for in accordance with the terms of the Plan and at a price
per share in excess of the par value per share for such Shares, will be
legally issued, fully-paid and nonassessable.
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Sapient Corporaton
June 3, 1996
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
This opinion is based upon currently existing statutes, rules, regulations
and judicial decisions, and we disclaim any obligation to advise you of any
change in any of these sources of law or subsequent legal or factual
developments which might affect any matters or opinions set forth herein.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
Very truly yours,
/s/ HALE AND DORR
----------------------
HALE AND DORR
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EXHIBIT 23.2
The Board of Directors
Sapient Corporation:
We consent to incorporation by reference in this registration statement on Form
S-8 of Sapient Corporation of our report dated February 9, 1996, relating to the
balance sheets of Sapient Corporation as of December 31, 1995 and 1994, and the
related statements of income, stockholders' equity, and cash flows for each of
the years in the two-year period ended December 31, 1995, which report appears
in the Registration Statement on Form S-1 (No. 333-1586) of Sapient Corporation.
/s/ KPMG Peat Marwick LLP
---------------------------------
KPMG Peat Marwick LLP
Boston, MA
May 31, 1996
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EXHIBIT 23.3
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated May 6, 1994
with respect to the financial statements of Sapient Corporation for the year
ended December 31, 1993 included in its Registration Statement on Form S-1 in
the Registration Statement Form on S-8 pertaining to the 1996 Employee Stock
Purchase Plan of Sapient Corporation.
/s/ Ernst & Young LLP
-----------------------------
Ernst & Young LLP
Boston, Massachusetts
May 30, 1996
