<PAGE> 1
As filed with the Securities and Exchange Commission
on July 3, 1996
Registration No. 333-_____
================================================================================
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 EQUITY STOCK INCENTIVE 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, ESQ.
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)
================================================================================
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, 2,400,000 $41.75(1) $100,200,000.00(1) $34,552.00
$.01 par shares
value
- ------------------------------------------------------------------
(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 July 1, 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 Equity Stock
Incentive 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
-----------------------------------------------
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 Delaware General Corporation Law 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
--------
Exhibit
Number Description
------ -----------
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 LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney signed by Carl S. Sloane
24.2 Power of Attorney signed by Darius W. Gaskins, Jr.
24.3 Power of Attorney signed by Bruce D. Parker
24.4 Power of Attorney signed by R. Stephen Cheheyl
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
----------------------
(1) Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 (File No. 333-1586).
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<PAGE> 6
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
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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<PAGE> 7
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 July 3, 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
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<PAGE> 8
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 )
------------------------ Executive Officer and )
Jerry A. Greenberg Director (principal )
executive officer) )
)
)
)
)
/s/ J. Stuart Moore Co-Chief )
------------------------ Executive Officer and )
J. Stuart Moore Director (principal )
executive officer) )
)
)
)
)
/s/ Susan D. Johnson Chief Financial Officer ) July 3, 1996
------------------------ (principal financial )
Susan D. Johnson and accounting officer) )
)
)
)
* Director )
------------------------ )
Carl S. Sloane )
)
)
* Director )
------------------------ )
Darius W. Gaskins, Jr. )
)
)
* Director )
------------------------ )
Bruce D. Parker )
)
)
* Director )
------------------------ )
R. Stephen Cheheyl )
*By: /s/ Susan D. Johnson
----------------------
Susan D. Johnson
Attorney-in-fact
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EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
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 LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney signed by Carl S. Sloane
24.2 Power of Attorney signed by Darius W. Gaskins, Jr.
24.3 Power of Attorney signed by Bruce D. Parker
24.4 Power of Attorney signed by R. Stephen Cheheyl
----------------------
(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
July 3, 1996
Sapient Corporation
One Memorial Drive
Cambridge, Massachusetts 02142
Re: 1996 Equity Stock Incentive Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") to be filed on July 3, 1996 with
the Securities and Exchange Commission relating to 2,400,000 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
Equity Stock Incentive 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.
<PAGE> 2
Sapient Corporation
July 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
<PAGE> 1
EXHIBIT 23.2
------------
AUDITORS' CONSENT
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
Boston, MA
July 3, 1996
<PAGE> 1
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 on Form S-8 pertaining to the 1996 Equity Stock
Incentive Plan of Sapient Corporation.
/s/ Ernst & Young LLP
-----------------------------
Ernst & Young LLP
Boston, Massachusetts
July 2, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned director of
Sapient Corporation, a Delaware corporation (the "Corporation"), which is to
file with the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933, as amended, one or more Registration
Statements on Form S-8, or other appropriate form, for the registration of (i)
up to 150,000 shares of Common Stock issuable under the Corporation's 1996
Employee Stock Purchase Plan, (ii) up to 2,500,000 shares of Common Stock
issuable under the Corporation's 1992 Stock Plan, (iii) up to 2,400,000 shares
of Common Stock issuable under the Corporation's 1996 Equity Stock Incentive
Plan, and (iv) up to 30,000 shares of Common Stock issuable under the
Corporation's 1996 Director Stock Option Plan, hereby constitute and appoint
Susan D. Johnson, Deborah England Gray, Paul P. Brountas and Jonathan Wolfman,
and each of them, my true and lawful attorneys-in-fact and agents, with full
power to them and each of them singly, to act for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of the 29th
day of May, 1996.
/s/ Carl S. Sloane
-----------------------------
Carl S. Sloane
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned director of
Sapient Corporation, a Delaware corporation (the "Corporation"), which is to
file with the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933, as amended, one or more Registration
Statements on Form S-8, or other appropriate form, for the registration of (i)
up to 150,000 shares of Common Stock issuable under the Corporation's 1996
Employee Stock Purchase Plan, (ii) up to 2,500,000 shares of Common Stock
issuable under the Corporation's 1992 Stock Plan, (iii) up to 2,400,000 shares
of Common Stock issuable under the Corporation's 1996 Equity Stock Incentive
Plan, and (iv) up to 30,000 shares of Common Stock issuable under the
Corporation's 1996 Director Stock Option Plan, hereby constitute and appoint
Susan D. Johnson, Deborah England Gray, Paul P. Brountas and Jonathan Wolfman,
and each of them, my true and lawful attorneys-in-fact and agents, with full
power to them and each of them singly, to act for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of the 30th
day of May, 1996.
/s/ Darius W. Gaskins, Jr.
-----------------------------
Darius W. Gaskins
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned director of
Sapient Corporation, a Delaware corporation (the "Corporation"), which is to
file with the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933, as amended, one or more Registration
Statements on Form S-8, or other appropriate form, for the registration of (i)
up to 150,000 shares of Common Stock issuable under the Corporation's 1996
Employee Stock Purchase Plan, (ii) up to 2,500,000 shares of Common Stock
issuable under the Corporation's 1992 Stock Plan, (iii) up to 2,400,000 shares
of Common Stock issuable under the Corporation's 1996 Equity Stock Incentive
Plan, and (iv) up to 30,000 shares of Common Stock issuable under the
Corporation's 1996 Director Stock Option Plan, hereby constitute and appoint
Susan D. Johnson, Deborah England Gray, Paul P. Brountas and Jonathan Wolfman,
and each of them, my true and lawful attorneys-in-fact and agents, with full
power to them and each of them singly, to act for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of the 30th
day of May, 1996.
/s/ Bruce D. Parker
-----------------------------
Bruce D. Parker
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned director of
Sapient Corporation, a Delaware corporation (the "Corporation"), which is to
file with the Securities and Exchange Commission (the "Commission") under the
provisions of the Securities Act of 1933, as amended, one or more Registration
Statements on Form S-8, or other appropriate form, for the registration of (i)
up to 150,000 shares of Common Stock issuable under the Corporation's 1996
Employee Stock Purchase Plan, (ii) up to 2,500,000 shares of Common Stock
issuable under the Corporation's 1992 Stock Plan, (iii) up to 2,400,000 shares
of Common Stock issuable under the Corporation's 1996 Equity Stock Incentive
Plan, and (iv) up to 30,000 shares of Common Stock issuable under the
Corporation's 1996 Director Stock Option Plan, hereby constitute and appoint
Susan D. Johnson, Deborah England Gray, Paul P. Brountas and Jonathan Wolfman,
and each of them, my true and lawful attorneys-in-fact and agents, with full
power to them and each of them singly, to act for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
Commission, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this Power of Attorney as of the 30th
day of May, 1996.
/s/ R. Stephen Cheheyl
-----------------------------
R. Stephen Cheheyl
