<PAGE> 1
As filed with the Securities and Exchange Commission
on April 26, 1999
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)
ADJACENCY, INC. 1998 STOCK OPTION 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed
Maximum Amount of
Title of Securities Amount to be Aggregate Registration
to be Registered Registered Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.01 par value 63,254 shares $788,560.64(1) $220
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This estimated fee is based on the proposed maximum offering price of the
shares offered pursuant to the Plan in accordance with Rules 457(h) and
457(o) of the Securities Act of 1933.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register the
shares of Common Stock of Sapient Corporation (the "Company" or "Registrant")
issuable pursuant to the Adjacency, Inc. 1998 Stock Option Plan. On March 29,
1999, pursuant to the terms of Section 1.6 of the Principal Stockholder Stock
Purchase Agreement by and among the Company, Adjacency, Inc. ("Adjacency"), the
Principal Stockholders of Adjacency identified on Schedule A attached thereto
and Andrew Sather, as Exchange Agent, dated as of March 29, 1999, the Company
assumed all of the outstanding options to purchase Common Stock of Adjacency
under the Adjacency, Inc. 1998 Stock Option Plan.
2
<PAGE> 3
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 Adjacency, Inc. 1998 Stock Option 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. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement 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 be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
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
3
<PAGE> 4
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 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
4
<PAGE> 5
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.
Item 8. EXHIBITS
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 Registrant
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
24.1 Power of Attorney (included on the signature page to this
Registration Statement)
24.2 Power of Attorney of Carl S. Sloane
24.3 Power of Attorney of Darius W. Gaskins, Jr.
24.4 Power of Attorney of Bruce D. Parker
24.5 Power of Attorney of R. Stephen Cheheyl
- ------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 (File No. 333-53769).
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-1586).
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,
5
<PAGE> 6
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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 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 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.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 22nd day of April, 1999.
SAPIENT CORPORATION
By: /s/ Susan D. Johnson
--------------------------
Name: Susan D. Johnson
Title: Chief Financial Officer
SIGNATURES AND 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 of 1933 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
--------- ----- ----
<S> <C> <C>
/s/ Jerry A. Greenberg Co-Chief Executive Officer and Director April 22, 1999
- ------------------------------------- (Principal Executive Officer)
Jerry A. Greenberg
/s/ J. Stuart Moore Co-Chief Executive Officer and Director April 22, 1999
- ------------------------------------- (Principal Executive Officer)
J. Stuart Moore
/s/ Susan D. Johnson Chief Financial Officer (Principal April 22, 1999
- ------------------------------------- Financial and Accounting Officer)
Susan D. Johnson
</TABLE>
7
<PAGE> 8
SIGNATURES
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.
* Director April 22, 1999
- -------------------------------------
Carl S. Sloane
* Director April 22, 1999
- -------------------------------------
Darius W. Gaskins, Jr.
* Director April 22, 1999
- -------------------------------------
Bruce D. Parker
* Director April 22, 1999
- -------------------------------------
R. Stephen Cheheyl
* By: /s/ Susan D. Johnson
-------------------------------
Susan D. Johnson
Attorney-in-fact
8
<PAGE> 9
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 Registrant
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
24.1 Power of Attorney (included on the signature page to this
Registration Statement)
24.2 Power of Attorney of Carl S. Sloane
24.3 Power of Attorney of Darius W. Gaskins, Jr.
24.4 Power of Attorney of Bruce D. Parker
24.5 Power of Attorney of R. Stephen Cheheyl
- --------------
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 (File No. 333-53769).
(2) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-1586).
9
<PAGE> 1
EXHIBIT 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 - FAX 617-526-5000
April 23, 1999
Sapient Corporation
One Memorial Drive
Cambridge, Massachusetts 02142
Ladies and 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 63,254
shares of Common Stock, $.01 par value per share (the "Shares"), of Sapient
Corporation, a Delaware corporation (the "Company"), issuable pursuant to the
Adjacency, Inc. 1998 Stock Option Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation,
as amended, 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.
WASHINGTON, D.C. BOSTON, MA London, UK*
- --------------------------------------------------------------------------------
HALE AND DORR LLP INCLUDES PROFESSIONAL CORPORATIONS
*BROBECK HALE AND DORR INTERNATIONAL (AN INDEPENDENT JOINT VENTURE LAW FIRM)
<PAGE> 2
Sapient Corporation
April 23, 1999
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.
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.
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
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
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 January 22, 1999, with
respect to the consolidated balance sheets of Sapient Corporation and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income and comprehensive income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1998,
which report appears in the December 31, 1998 Annual Report on Form 10-K of
Sapient Corporation.
We consent to incorporation by reference in this registration statement on Form
S-8 of Sapient Corporation of our report dated April 16, 1999, with respect to
the supplemental consolidated balance sheets of Sapient Corporation and
subsidiaries as of December 31, 1998 and 1997, and the related supplemental
consolidated statements of income and comprehensive income, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1998, which report appears in the December 31, 1998 Supplemental
Consolidated Financial Statements on Form 8-K of Sapient Corporation.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Boston, Massachusetts
April 22, 1999
<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, (i) one or more
Registration Statements on Form S-3, or other appropriate form, for the
registration for resale by the persons to be named in said Registration
Statements of up to 400,000 shares of Common Stock issued by the Corporation in
connection with the Corporation's acquisition (the "Acquisition") of Adjacency,
Inc. ("Adjacency"), and (ii) in connection with the Acquisition, pursuant to
which the Corporation assumed all of the outstanding options to purchase Common
Stock of Adjacency under the 1998 Stock Option Plan of Adjacency, one
Registration Statement on Form S-8, or other appropriate form, for the
registration of shares of Common Stock of the Corporation issuable pursuant to
the 1998 Stock Option Plan of Adjacency, hereby constitute and appoint Susan D.
Johnson, Deborah England Gray 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
28th day of March 1999.
/s/ Carl S. Sloane
------------------------
<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, (i) one or more
Registration Statements on Form S-3, or other appropriate form, for the
registration for resale by the persons to be named in said Registration
Statements of up to 400,000 shares of Common Stock issued by the Corporation in
connection with the Corporation's acquisition (the "Acquisition") of Adjacency,
Inc. ("Adjacency"), and (ii) in connection with the Acquisition, pursuant to
which the Corporation assumed all of the outstanding options to purchase Common
Stock of Adjacency under the 1998 Stock Option Plan of Adjacency, one
Registration Statement on Form S-8, or other appropriate form, for the
registration of shares of Common Stock of the Corporation issuable pursuant to
the 1998 Stock Option Plan of Adjacency, hereby constitute and appoint Susan D.
Johnson, Deborah England Gray 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 March 1999.
/s/ Darius W. Gaskins, Jr.
---------------------------------
<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, (i) one or more
Registration Statements on Form S-3, or other appropriate form, for the
registration for resale by the persons to be named in said Registration
Statements of up to 400,000 shares of Common Stock issued by the Corporation in
connection with the Corporation's acquisition (the "Acquisition") of Adjacency,
Inc. ("Adjacency"), and (ii) in connection with the Acquisition, pursuant to
which the Corporation assumed all of the outstanding options to purchase Common
Stock of Adjacency under the 1998 Stock Option Plan of Adjacency, one
Registration Statement on Form S-8, or other appropriate form, for the
registration of shares of Common Stock of the Corporation issuable pursuant to
the 1998 Stock Option Plan of Adjacency, hereby constitute and appoint Susan D.
Johnson, Deborah England Gray 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
27th day of March 1999.
/s/ Bruce D. Parker
------------------------
<PAGE> 1
EXHIBIT 24.5
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, (i) one or more
Registration Statements on Form S-3, or other appropriate form, for the
registration for resale by the persons to be named in said Registration
Statements of up to 400,000 shares of Common Stock issued by the Corporation in
connection with the Corporation's acquisition (the "Acquisition") of Adjacency,
Inc. ("Adjacency"), and (ii) in connection with the Acquisition, pursuant to
which the Corporation assumed all of the outstanding options to purchase Common
Stock of Adjacency under the 1998 Stock Option Plan of Adjacency, one
Registration Statement on Form S-8, or other appropriate form, for the
registration of shares of Common Stock of the Corporation issuable pursuant to
the 1998 Stock Option Plan of Adjacency, hereby constitute and appoint Susan D.
Johnson, Deborah England Gray 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 March 1999.
/s/ R. Stephen Cheheyl
------------------------------
