<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1997
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
SAPIENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 04-3130648
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
</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)
------------------------
DEBORAH ENGLAND GRAY
GENERAL COUNSEL
SAPIENT CORPORATION
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142
(617) 621-0200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 333- .
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. [ ] 333- .
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per
share................................. 45,880 $53(1) $2,431,640(1) $718
=====================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act and based upon the average of the
high and low prices on the Nasdaq National Market on December 23, 1997.
------------------------
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY 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 SAID SECTION 8(a),
SHALL DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities
in any State in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such State.
SUBJECT TO COMPLETION, DATED DECEMBER 30, 1997
PROSPECTUS
SAPIENT CORPORATION
45,880 SHARES OF COMMON STOCK
------------------------
This prospectus covers the offer and sale (the "Offering") of up to 45,880
shares (the "Shares") of common stock, $.01 par value per share (the "Common
Stock"), of Sapient Corporation (the "Company"). The Shares may be offered and
sold from time to time for the account of certain stockholders of the Company
(the "Selling Stockholders"). See "Selling Stockholders." The Shares were issued
to the Selling Stockholders in connection with acquisition by the Company of
EXOR Technologies, Inc. ("EXOR") on December 15, 1997 pursuant to the terms of a
stock purchase agreement. See "The Acquisition."
The Company will not receive any of the proceeds from the sale of the
Shares covered by this Prospectus. The Company will bear all costs (excluding
any underwriting discounts and commissions or expenses incurred by the Selling
Stockholders for brokerage, accounting, tax or legal services or any other
expenses incurred by the Selling Stockholders in taking possession of or
disposing of the Shares), fees and expenses incurred in effecting the
registration of the Shares covered by this Prospectus, including, without
limitation, all registration and filing fees, exchange listing fees, fees and
expenses of counsel for the Company, fees and expenses of accountants for the
Company and blue sky fees and expenses.
The Shares covered by this Prospectus may be sold from time to time by the
Selling Stockholders, or by their pledgees, donees, transferees or other
successors in interest, in the over-the-counter market, through the writing of
options on the Shares, in ordinary brokerage transactions, in negotiated
transactions, or otherwise, at market prices prevailing at the time of sale or
at negotiated prices. See "Plan of Distribution."
The Selling Stockholders and intermediaries through whom the Shares are
sold may be deemed "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), with respect to the Shares offered
hereby, and any profits realized or commissions received may be deemed
underwriting compensation.
The Company's Common Stock is traded on the Nasdaq National Market
("Nasdaq") under the symbol "SAPE." On December 23, 1997, the closing sale price
of the Common Stock on Nasdaq was $53 per share.
------------------------
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE
OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is January , 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, Suite 1300, New York, New York 10048, and
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials also may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices of the Nasdaq
Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006. The Company is
required to file electronic versions of certain documents through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
The Commission maintains a World Wide Web site at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, supplements, exhibits and schedules thereto,
the "Registration Statement") under the Securities Act, with respect to the
Shares offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, as certain items are omitted in
accordance with the rules and regulations of the Commission. For further
information pertaining to the Company and the Shares, reference is made to such
Registration Statement. Statements contained in this Prospectus regarding the
contents of any agreement or other document are not necessarily complete, and in
each instance reference is made to the copy of such agreement or document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference. The Registration Statement may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Commission on March 31, 1997;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed with the Commission on May 14, 1997;
(iii) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, filed with the Commission on August 12, 1997;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, filed with the Commission on November 14, 1997;
(v) The Company's Current Report on Form 8-K dated December 22, 1997,
filed with the Commission on December 24, 1997; and
(vi) The Company's Registration Statement on Form 8-A, filed with the
Commission on March 26, 1996, as amended by Form 8-A/A on March 28, 1996.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Shares registered hereby shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or
2
<PAGE> 4
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). All such requests shall be
directed to: Sapient Corporation, One Memorial Drive, Cambridge, Massachusetts
02142, Attention: Secretary, Telephone: (617) 621-0200.
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this Prospectus and in the documents incorporated
herein by reference constitute "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. For
this purpose, any statements contained herein or incorporated herein by
reference that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes," "plans," "expects" and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause the results of the Company to differ materially from those indicated by
such forward-looking statements. These factors include those set forth in "Risk
Factors" herein.
THE COMPANY
Sapient Corporation (the "Company"), based in Cambridge, Massachusetts, is
a provider of information technology solutions on a fixed-price, fixed-time
basis. Sapient offers a variety of services to help clients rapidly achieve
their business objectives. Services include custom client/server and Web-based
software development, package implementation, system support and maintenance,
and business and operational consulting using Sapient's proprietary QUADD(R)
(Quality Design and Delivery) process. QUADD is a workshop-based methodology
that emphasizes active client participation to help visualize, prioritize and
create time-critical business and technology solutions.
The QUADD process consists of four stages: RIP(R) workshop, Design,
Implementation and Production. The RIP (Rapid Implementation Plan) workshop is
designed to rapidly identify the client's needs and develop a strategy and
action plan to meet those needs. The Design workshop focuses on outlining the
proposed process changes and required software applications. The Implementation
stage primarily involves the development and testing of the new applications.
The Production stage primarily involves the maintenance, enhancement and support
of the solution after it has been installed and is operational.
The Company's executive offices are located at One Memorial Drive,
Cambridge, MA 02142, and its telephone number is (617) 621-0200.
RISK FACTORS
The Shares offered hereby involve a high degree of risk. The following risk
factors should be considered carefully in addition to the other information
included or incorporated by reference in this Prospectus before purchasing the
Shares offered hereby.
MANAGEMENT OF GROWTH
The Company's growth has placed significant demands on its management and
other resources. The Company's revenues increased approximately 103% in 1996
from $21.9 million in 1995 to $44.6 million in 1996. Revenues for the first nine
months of 1997 increased 91% over the comparable period of the prior year. From
September 30, 1996 through September 30, 1997, the Company's staff increased
from 431 to 721 full-
3
<PAGE> 5
time employees. In December 1997, the Company completed the acquisition of EXOR,
a consulting and systems integretion firm based in Dallas, Texas. The Company's
ability to manage its growth effectively will require it to continue to develop
and improve its operational, financial and other internal systems, as well as
its business development capabilities, to train, motivate and manage its
employees and to successfully integrate acquired operations. In addition, the
Company's future success will depend in large part on its ability to continue to
set fixed-price fees accurately, maintain high rates of employee utilization and
maintain project quality. The Company's management has limited experience
managing a business of the Company's size or managing a public company. If the
Company is unable to manage its growth and projects effectively, such inability
could have a material adverse effect on the quality of the Company's services
and products, its ability to retain key personnel and its business, financial
condition, results of operations and cash flows.
NEED TO ATTRACT AND RETAIN PROFESSIONAL STAFF
The Company's business is labor intensive. The Company's success will
depend in large part upon its ability to attract, retain, train and motivate
highly-skilled employees, particularly project managers and other senior
technical personnel. There is significant competition for employees with the
skills required to perform the services the Company offers. Qualified project
managers and senior technical staff are in great demand and are likely to remain
a limited resource for the foreseeable future. There can be no assurance that
the Company will be successful in attracting a sufficient number of
highly-skilled employees in the future, or that it will be successful in
retaining, training and motivating the employees it is able to attract, and any
inability to do so could impair the Company's ability to adequately manage and
complete its existing projects and to bid for or obtain new projects. If the
Company's employees are unable to achieve expected performance levels, the
Company's business, financial condition, results of operations and cash flows
could be adversely affected.
CUSTOMER CONCENTRATION; DEPENDENCE ON LARGE PROJECTS
The Company has derived, and believes that it will continue to derive, a
significant portion of its revenues from a limited number of large clients. In
1996, the Company's five largest clients accounted for approximately 57% of its
revenues, with two companies each accounting for more than 10% of such revenues
and three other clients each accounting for more than 5% of such revenues. For
the nine month period ended September 30, 1997 the Company's five largest
clients accounted for more than 39% of revenues, and one client accounted for
more than 10% of revenues. The volume of work performed for specific clients is
likely to vary form year to year, and a major client in one year may not use the
Company's services in a subsequent year. The loss of any large client could have
a material adverse effect on the Company's business, financial condition and
results of operations. In addition, revenues from a large client may constitute
a significant portion of the Company's total revenues in a particular quarter.
Most of the Company's contracts are terminable by the client following
limited notice and without significant penalty. The cancellation or a
significant reduction in the scope of a large project could have a material
adverse effect on the Company's business, financial condition and results of
operations. In addition, while the QUADD process is designed as an integrated
approach, each stage of the QUADD process represents a separate contractual
commitment at the end of which the client may elect not to proceed to the next
stage. A decision by any large client not to proceed with a project to the stage
anticipated by the Company could also have a material adverse effect on the
Company's business, financial condition, results of operations and cash flows.
VARIABILITY OF QUARTERLY OPERATING RESULTS
The Company's revenues and earnings may fluctuate from quarter to quarter
based on such factors as the number, size and scope of projects in which the
Company is engaged, the contractual terms and degree of completion of such
projects, any delays incurred in connection with projects, employee utilization
rates, the adequacy of provisions for losses, the accuracy of estimates of
resources required to complete ongoing projects, and general economic
conditions. A high percentage of the Company's operating expenses, particularly
personnel and rent, are relatively fixed in advance of any particular quarter.
As a result, unanticipated variations in the number, or progress toward
completion, of the Company's projects or in employee utilization
4
<PAGE> 6
rates may cause significant variations in operating results in any particular
quarter and could result in losses for such quarter. An unanticipated
termination of a major project, a client's decision not to proceed to the stage
of a project anticipated by the Company or the completion during a quarter of
several major client projects, could require the Company to maintain
underutilized employees and could therefore have a material adverse effect on
the Company's business, financial condition, results of operations and cash
flows.
FIXED-PRICE CONTRACTS
An important element of the Company's strategy is to enter into
fixed-price, fixed-timeframe contracts, rather than contracts in which payment
to the Company is determined on a time and materials basis. The Company's
failure to accurately estimate the resources required for a project or its
failure to complete its contractual obligations in a manner consistent with the
project plan upon which its fixed-price, fixed-timeframe contract was based
would adversely affect the Company's overall profitability and could have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company has been required to commit unanticipated
additional resources to complete certain projects, which has resulted in losses
on certain contracts.
The Company recognizes that it will experience similar situations in the
future. In addition, for certain projects the Company may fix the price before
the design specifications are finalized, which could result in a fixed price
that turns out to be too low and therefore adversely affect the Company's
profitability.
EMERGING MARKETS; DEPENDENCE ON PRINCIPAL SERVICE OFFERINGS
The Company has derived a significant portion of its revenues from projects
based primarily on client/server and web-based architectures. These markets are
continuing to develop and are subject to rapid change. The Company's near-term
success is dependent in part on the continued acceptance of information
processing systems using client/server and web-based architectures. Any factors
negatively affecting the acceptance of such technology could have a material
adverse effect on the Company's business, financial condition, results of
operations and cash flows.
The Company's success will also depend in part on its ability to develop
information technology solutions which keep pace with continuing changes in
technology, evolving industry standards and changing client preferences. There
can be no assurance that the Company will be successful in addressing these
developments on a timely basis or that if addressed the Company will be
successful in the marketplace. The Company's failure to address these
developments could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flows.
COMPETITION
The markets for the Company's services are highly competitive. The Company
believes that it currently competes principally with consulting and software
integration firms, application software vendors and internal information systems
groups. Many of these companies have significantly greater financial, technical
and marketing resources than the Company and generate greater revenues and have
greater name recognition than the Company. In addition, there are relatively low
barriers to entry into the Company's markets and the Company has faced, and
expects to continue to face, additional competition from new entrants into its
markets.
The Company believes that the principal competitive factors in its markets
include quality of service and deliverables, speed of development and
implementation, price, project management capability and technical and business
expertise. The Company believes that its ability to compete also depends in part
on a number of competitive factors outside its control, including the ability of
its competitors to hire, retain and motivate project managers and other senior
technical staff, the development by others of software that is competitive with
the Company's products and services and the extent of its competitors'
responsiveness to client needs. There can be no assurance that the Company will
be able to compete successfully with its competitors.
5
<PAGE> 7
DEPENDENCE ON KEY PERSONNEL
The Company's success will depend in large part upon the continued services
of a number of key employees, including its founders and co-Chairmen of the
Board of Directors and co-Chief Executive Officers, Jerry A. Greenberg and J.
Stuart Moore. The Company's employment contracts with Messrs. Greenberg and
Moore and with the Company's other key personnel provide that employment is
terminable at will by either party. The loss of the services of either of
Messrs. Greenberg or Moore or of one or more of the Company's other key
personnel could have a material adverse effect on the Company. In addition, if
one or more of the Company's key employees resigns from the Company to join a
competitor or to form a competing company, the loss of such personnel and any
resulting loss of existing or potential clients to any such competitor could
have a material adverse effect on the Company's business, financial condition
and results of operations. In the event of the loss of any such personnel, there
can be no assurance that the Company would be able to prevent the unauthorized
disclosure or use of its technical knowledge, practices or procedures by such
personnel.
INTELLECTUAL PROPERTY RIGHTS
The Company's success is dependent, in part, upon its proprietary QUADD
methodology and other intellectual property rights. The Company relies upon a
combination of trade secret, nondisclosure and other contractual arrangements,
and copyright and trademark laws to protect its proprietary rights. The Company
enters into confidentiality agreements with its employees, generally requires
that its consultants and clients enter into such agreements, and limits access
to and distribution of its proprietary information. There can be no assurance
that the steps taken by the Company in this regard will be adequate to deter
misappropriation of its proprietary information or that the Company will be able
to detect unauthorized use and take appropriate steps to enforce its
intellectual property rights.
The Company's business generally involves the development of software
applications for specific client engagements. Ownership of such software is the
subject of negotiation and is frequently assigned to the client, with the
Company retaining a license for certain uses. Issues relating to the ownership
of and rights to use software applications can be complicated and there can be
no assurance that disputes will not arise that affect the Company's ability to
resell or reuse such applications.
Although the Company believes that its services and products do not
infringe on the intellectual property rights of others, there can be no
assurance that such a claim will not be asserted against the Company in the
future, or that if asserted any such claim will be successfully defended. A
successful claim against the Company could materially and adversely affect the
Company's business, financial condition, results of operations and cash flows.
CONCENTRATION OF CONTROL
Messrs. Greenberg and Moore, the Company's co-Chairmen of the Board of
Directors and co-Chief Executive Officers, beneficially own approximately 51% of
the Company's outstanding Common Stock. As a result, these stockholders have the
ability to elect the Company's directors and to determine the outcome of
corporate actions requiring stockholder approval. This concentration of
ownership may have the effect of delaying or preventing a change in control of
the Company.
SUSCEPTIBILITY TO GENERAL ECONOMIC CONDITIONS
The Company's revenues and results of operations will be influenced by
general economic conditions prevailing in the United States. In the event of a
general economic downturn or a recession in the United States, the Company's
clients and potential clients may substantially reduce their information
technology and related budgets. Such an economic downturn may materially and
adversely affect the Company's business, financial condition, results of
operations and cash flows.
6
<PAGE> 8
POSSIBLE VOLATILITY OF STOCK PRICE
The trading price of the Common Stock could be subject to wide fluctuations
in response to quarterly variations in operating results, changes in earnings
estimates by analysts, announcements of new contracts or service offerings by
the Company or its competitors, general economic or stock market conditions
unrelated to the Company's operating performance and other events or factors.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
The Company will bear all costs (excluding any underwriting discounts and
commissions or expenses incurred by the Selling Stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the Selling
Stockholders in taking possession of or disposing of the Shares), fees and
expenses incurred in effecting the registration of the Shares covered by this
Prospectus, including, without limitation, all registration and filing fees,
exchange listing fees, fees and expenses of counsel for the Company, fees and
expenses of accountants for the Company, and blue sky fees and expenses.
THE ACQUISITION
Pursuant to a stock purchase agreement (the "Purchase Agreement"), dated as
of December 4, 1997, by and among the Company and the Selling Stockholders, the
Company acquired all of the outstanding common stock of EXOR on December 15,
1997. As payment for the purchase price, the Company issued 305,869 shares of
its Common Stock to the Selling Stockholders.
Sapient issued 305,869 shares of its common stock (the "Purchase Price
Shares"), which was valued at $16 million, to the EXOR stockholders in
consideration of the EXOR stock. Pursuant to the Purchase Agreement, Sapient has
agreed to use its best efforts to register with the Securities and Exchange
Commission 45% of the Purchase Price Shares at various times during the next
year.
SELLING STOCKHOLDERS
The following table sets forth, to the knowledge of the Company, certain
information, as of December 22, 1997, with respect to the Selling Stockholders.
To the Company's knowledge, none of the Selling Stockholders holds any
position or office with, has been employed by, or has otherwise had a material
relationship with the Company or any of its subsidiaries within the past three
years, except that in connection with the acquisition of EXOR, the Company
entered into employment agreements with each of Carolyn R. Waygood, formerly
President of EXOR, Mark Hallman, formerly Vice President of EXOR, and Boyd
Scroggins, formerly Director, Financial Services of EXOR, under which each will
perform certain services for the Company through December 15, 1998. In
connection with the Purchase Agreement, each of the Selling Stockholders also
entered into certain non-competition and non-solicitation agreements with the
Company.
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF OF
SHARES OF SHARES OF NUMBER OF PERCENTAGE OF
COMMON STOCK COMMON STOCK NUMBER OF SHARES OF SHARES OF
BENEFICIALLY BENEFICIALLY SHARES OF COMMON STOCK COMMON STOCK
OWNED PRIOR OWNED PRIOR COMMON STOCK BENEFICIALLY BENEFICIALLY
TO TO OFFERED OWNED AFTER OWNED AFTER
NAME OF SELLING STOCKHOLDER OFFERING(1) OFFERING(1)(2) HEREBY OFFERING(1)(2) OFFERING(1)(2)
- ----------------------------- ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Carolyn R. Waygood........... 148,194 1% 22,229 125,965 1%
Mark Hallman................. 84,267 * 12,640 71,627 *
Charles M. Waygood........... 58,115 * 8,717 49,398 *
Boyd Scroggins............... 15,293 * 2,294 12,999 *
</TABLE>
- ---------------
* Less than one percent of the number of shares of Common Stock outstanding.
7
<PAGE> 9
(1) The number of Shares beneficially owned is determined under rules
promulgated by the Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. The Selling
Stockholders have sole voting power and investment power with respect to all
Shares listed as owned by the Selling Stockholders.
(2) It is unknown if, when or in what amounts a Selling Stockholder may offer
Shares for sale and there can be no assurance that the Selling Stockholders
will sell any or all of the Shares offered hereby. Because the Selling
Stockholders may offer all or some of the Shares pursuant to this Offering,
and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the Shares that will be
held by the Selling Stockholders after completion of the Offering, no
estimate can be given as to the amount of the Shares that will be held by
the Selling Stockholders after completion of the Offering. However, for
purposes of this table, the Company has assumed that, after completion of
the Offering, none of the Shares covered hereby will be held by the Selling
Stockholders.
PLAN OF DISTRIBUTION
The Shares covered hereby may be offered and sold from time to time by the
Selling Stockholders, or by their pledgees, donees, transferees or other
successors in interest. The Selling Stockholders will act independently of the
Company in making decisions with respect to the timing, manner and size of each
sale. Such sales may be made in the over-the-counter market or otherwise, at
prices related to the then current market price or in negotiated transactions,
including pursuant to one or more of the following methods: (i) purchases by a
broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (ii) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (iii) block trades in
which the broker-dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. In effecting sales, broker-dealers engaged by the Selling
Stockholders, or by their pledgees, donees, transferees or other successors in
interest may arrange for other broker-dealers to participate. Broker-dealers
will receive commissions or discounts from the Selling Stockholders, or from
their pledgees, donees, transferees or other successors in interest in amounts
to be negotiated immediately prior to the sale.
In offering the Shares covered hereby, the Selling Stockholders, or their
pledgees, donees, transferees or other successors in interest and any
broker-dealers and any other participating broker-dealers who execute sales for
the Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act in connection with such sales, and any profits realized by
the Selling Stockholders and the compensation of such broker-dealer may be
deemed to be underwriting discounts and commissions.
The Company has agreed with the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective
until the earlier of (i) such time as all of the Shares have been disposed of
pursuant to and in accordance with such Registration Statement or (ii) December
15, 1998.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Hale and Dorr LLP.
EXPERTS
The financial statements of Sapient Corporation as of December 31, 1996 and
1995, and for each of the years in the three-year period ended December 31,
1996, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
8
<PAGE> 10
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION OF AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents
By Reference........................ 2
Special Note Regarding Forward-Looking
Information......................... 3
The Company........................... 3
Risk Factors.......................... 3
Use of Proceeds....................... 7
The Acquisition....................... 7
Selling Stockholders.................. 7
Plan of Distribution.................. 8
Legal Matters......................... 8
Experts............................... 8
</TABLE>
================================================================================
================================================================================
SAPIENT CORPORATION
45,880 SHARES
COMMON STOCK
--------------------
PROSPECTUS
--------------------
January , 1998
================================================================================
<PAGE> 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by the Company (except expenses incurred by
the Selling Stockholders for brokerage, accounting, tax or legal services or any
other expenses incurred by the Selling Stockholders in taking possession of or
disposing of the Shares). All amounts shown are estimates except the Securities
and Exchange Commission registration fee.
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission........................... $ 718
Legal fees and expenses of the Company..................................... $12,000
Accounting fees and expenses............................................... $ 5,000
Miscellaneous expenses..................................................... $ 7,282
-------
Total Expenses................................................... $25,000
=======
</TABLE>
ITEM 15. 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 attorney's 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 if he acted in good faith and in a manner he
reasonable 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 attorney's fees) and
amounts paid in settlement reasonable 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 attorney's fees) reasonably
incurred by him in connection therewith. Expenses incurred in defending a 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 its 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
II-1
<PAGE> 12
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 officers and
directors, 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 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 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
24.1 Power of Attorney (See page II-4 of this Registration Statement).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned 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 of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any derivation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 13
(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.
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 15(d) of the Exchange Act of 1934, as
amended (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 this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
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 indemnification provisions described herein, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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.
II-3
<PAGE> 14
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-3 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 this
30th day of December, 1997.
SAPIENT CORPORATION
By: /s/ JERRY A. GREENBERG
------------------------------------
Jerry A. Greenberg
Co-Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Sapient Corporation, hereby
severally constitute and appoint 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 any of them, and to each of them singly, to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-3 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement and generally to do all
such things in our name and behalf in our capacities as officers and directors
to enable Sapient Corporation to comply with the provisions of the Securities
Act and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>
/s/ JERRY A. GREENBERG Co-Chief Executive Officer and December 30, 1997
- ------------------------------------------ Director (Principal
Jerry A. Greenberg Executive Officer)
/s/ J. STUART MOORE Co-Chief Executive Officer and December 30, 1997
- ------------------------------------------ Director (Principal
J. Stuart Moore Executive Officer)
/s/ SUSAN D. JOHNSON Chief Financial Officer December 30, 1997
- ------------------------------------------ (Principal Financial and
Susan D. Johnson Accounting Officer)
/s/ CARL S. SLOANE Director December 30, 1997
- ------------------------------------------
Carl S. Sloane
/s/ DARIUS W. GASKINS, JR. Director December 30, 1997
- ------------------------------------------
Darius W. Gaskins, Jr.
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<C> <S> <C>
/s/ BRUCE D. PARKER Director December 22, 1997
- ------------------------------------------
Bruce D. Parker
/s/ R. STEPHEN CHEHEYL Director December 30, 1997
- ------------------------------------------
R. Stephen Cheheyl
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ ----------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed herewith.
24.1 Power of Attorney (See page II-4 of this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Hale and Dorr LLP]
December 30, 1997
Sapient Corporation
One Memorial Drive
Cambridge, MA 02142
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), for the registration of an aggregate
of 45,880 shares of Common Stock, $.01 par value per share (the "Shares"), of
Sapient Corporation, a Delaware corporation (the "Company"). All of the Shares
are being registered on behalf of certain stockholders of the Company (the
"Selling Stockholders").
We are acting as counsel for the Company in connection with the
registration for resale 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 minutes of meetings of the stockholders and the 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 By-Laws 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, 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 state 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 the
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
<PAGE> 2
Sapient Corporation
December 30, 1997
Page 2
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 the matters expressly set
forth herein, and no opinion should be inferred as to any other matters.
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 LLP
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sapient Corporation:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
December 29, 1997
