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As filed with the Securities and Exchange Commission
on May 28, 1998
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:
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 agents for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum
securities Amount maximum aggregate Amount of
to be to be offering price offering registration
registered registered per share price fee
- ------------------- ------------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 360,000 shares $41.47(1) $14,929,200(1) $4,405.00
(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 26, 1998 in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8 (File No. 333-05155) filed by
the Registrant on June 4, 1996, relating to the Registrant's 1996 Employee Stock
Purchase Plan.
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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 this
8th day of May, 1998.
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-8 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.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JERRY A. GREENBERG Co Chief Executive Officer and Director May 8, 1998
- --------------------------------------- (Principal Executive Officer)
Jerry A. Greenberg
/s/ J. STUART MOORE Co-Chief Executive Officer and Director May 8, 1998
- ------------------------------------- (Principal Executive Officer)
J. Stuart Moore
/s/ SUSAN D. JOHNSON Chief Financial Officer (Principal Financial and May 8, 1998
- ------------------------------------- Accounting Officer)
Susan D. Johnson
/s/ CARL S. SLOANE Director May 8, 1998
- -------------------------------------
Carl S. Sloane
/s/ DARIUS W. GASKINS, JR. Director May 8, 1998
- -------------------------------------
Darius W. Gaskins, Jr.
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<S> <C> <C>
/s/ BRUCE D. PARKER Director May 8, 1998
- -------------------------------------
Bruce D. Parker
/s/ R. STEPHEN CHEHEYL Director May 8, 1998
- -------------------------------------
R. Stephen Cheheyl
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant, as amended
4.2 (2) Amended and Restated By-Laws of the Registrants
4.3 (2) Specimen certificate for shares of common stock.
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on the signature page to this
Registration Statement)
- -----------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 (File No. 333-______).
(2) 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
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
May 8, 1998
Sapient Corporation
One Memorial Drive
Cambridge, Massachusetts 02142
Re: 1996 Employee Stock Purchase Plan
Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (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 360,000
shares of Common Stock, $.01 par value per share (the "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, the authenticity of the originals of such latter documents and
the legal competence of all signatories to such documents.
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
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 validly issued,
fully-paid and nonassessable.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions,
WASHINGTON, D.C. BOSTON, MA LONDON, UK*
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HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
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Sapient Corporation
May 8, 1998
Page 2
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.
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. 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,
/s/HALE AND DORR LLP
HALE AND DORR LLP
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EXHIBIT 23.2
AUDITORS' CONSENT
The Board of Directors
Sapient Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of Sapient Corporation of our report dated January 23, 1998, except
for Note 13 which is as of January 29, 1998, relating to the consolidated
balance sheets of Sapient Corporation and subsidiaries as of December 31, 1997
and 1996, and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1997, which report appears in the December 31, 1997 annual report
on Form 10-K of Sapient Corporation.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
May 28, 1998
