<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File No. 333-45636
SAPIENT CORPORATION
PROSPECTUS SUPPLEMENT NO. 1 DATED DECEMBER 4, 2000
TO THE PROSPECTUS DATED SEPTEMBER 26, 2000
The information in this prospectus supplement concerning the selling
stockholders supplements the statements set forth under the caption "Selling
Stockholders" in the prospectus. This prospectus supplement should be read in
conjunction with the prospectus, which is required to be delivered with this
prospectus supplement.
------------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON STOCK.
------------------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
------------------------------
The information in the table appearing in the prospectus under the heading
"Selling Stockholders" is superseded in part by the information appearing in the
attached table:
<PAGE> 2
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
SHARES OF SHARES OF NUMBER OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY COMMON STOCK BENEFICIALLY BENEFICIALLY
OWNED PRIOR OWNED PRIOR TO OFFERED OWNED AFTER OWNED AFTER
NAME OF SELLING STOCKHOLDER TO OFFERING(1) OFFERING (1)(2) HEREBY (1) OFFERING (2) OFFERING (2)
-------------------------------------- -------------- ------------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Austin Ventures IV-A, L.P. 6,717 * 6,717 0 *
Austin Ventures IV-B, L.P. 14,091 * 14,091 0 *
Austin Ventures VI, L.P. 42,796 * 42,796 0 *
A.V. Partners IV, L.P. (3) 189,286 * 189,286 0 *
Bell Atlantic Asset Mgt Co NYNEX 5,211 * 5,211 0 *
BFI Retirement Plan 6,514 * 6,514 0 *
Brinson-SBC Master Pension Trust 1,628 * 1,628 0 *
HabourVest Partners IV 9,770 * 9,770 0 *
Leeway & Co. 5,043 * 5,043 0 *
Lucent Technologies Inc Master 15,928 * 15,928 0 *
Pension Trust
LASERS 3,908 * 3,908 0 *
The University of Texas: Permanent 20,858 * 20,858 0 *
University Fund
The University of Texas: Board of 9,728 * 9,728 0 *
Regents
YMCA 1,303 * 1,303 0 *
Bank of America Capital Corporation 7,479 * 7,479 0 *
Beade Partners 1,303 * 1,303 0 *
Brinson- MAP 369 * 369 0 *
Brinson- VPFIII 2,887 * 2,887 0 *
Brinson- Evangelical 3,908 * 3,908 0 *
Brinson- State Universities 1,954 * 1,954 0 *
Courtland Investments 1,303 * 1,303 0 *
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
SHARES OF SHARES OF NUMBER OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY COMMON STOCK BENEFICIALLY BENEFICIALLY
OWNED PRIOR OWNED PRIOR TO OFFERED OWNED AFTER OWNED AFTER
NAME OF SELLING STOCKHOLDER TO OFFERING(1) OFFERING (1)(2) HEREBY (1) OFFERING (2) OFFERING (2)
-------------------------------------- -------------- ------------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Crossroads Constitution 6,514 * 6,514 0 *
First Union Corporation 6,514 * 6,514 0 *
Fleet Growth Resources, Inc. 5,537 * 5,537 0 *
Fleet Equity Partners VII, LP 977 * 977 0 *
The Ford Foundation 13,027 * 13,027 0 *
Liberty Mutual Investment Advisors, 21,807 * 21,807 0 *
LLC
Mid-west Holdings 2,605 * 2,605 0 *
Phoenix Home Life Mutual 6,514 * 6,514 0 *
Sovereign Financial- New Mexico 1,303 * 1,303 0 *
State of Washington Investment Board 48,429 * 48,429 0 *
Virginia Retirement System 41,915 * 41,915 0 *
A.V. Partners VI, L.P. (3) 154,186 * 154,186 0 *
Abbott Capital Private Equity Fund II 4,814 * 4,814 0 *
Abbott-Alaska State Pension 6,018 * 6,018 0 *
Investment Board
Abbott- Employees Retirement Systems 3,611 * 3,611 0 *
of Hawaii
Abbott- Illinois Municipal 3,611 * 3,611 0 *
Retirement System
Abbott- Utah Retirement Systems 6,018 * 6,018 0 *
BancBoston-Private Equity Portfolio 3,611 * 3,611 0 *
Fund, LLC
BancBoston Investments 1,204 * 1,204 0 *
Bell Atlantic Master Trust 26,481 * 26,481 0 *
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
SHARES OF SHARES OF NUMBER OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY COMMON STOCK BENEFICIALLY BENEFICIALLY
OWNED PRIOR OWNED PRIOR TO OFFERED OWNED AFTER OWNED AFTER
NAME OF SELLING STOCKHOLDER TO OFFERING(1) OFFERING (1)(2) HEREBY (1) OFFERING (2) OFFERING (2)
-------------------------------------- -------------- ------------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Berea College 4,814 * 4,814 0 *
Brinson Partnership Fund - 1999 3,454 * 3,454 0 *
Primary Fund, LP
Brinson Trust Co as Trustee of the 11,368 * 11,368 0 *
1999 Primary Fund
Brinson- The 1999 Brinson Ptnrshp 2,522 * 2,522 0 *
Fund Offshore Srs
Brinson Partnership Fund Program 3,117 * 3,117 0 *
Entity A
Brinson- EDS Corporation Retirement 6,018 * 6,018 0 *
Plan
Brinson- Orange County Employees 1,805 * 1,805 0 *
Retirement Sys
Brinson- State Universities 6,018 * 6,018 0 *
Retirement System
California Institute of Technology 4,814 * 4,814 0 *
CALSTRS ( Pathway) 26,481 * 26,481 0 *
Crossroads 1997 Asset Allocation I, 1,805 * 1,805 0 *
LP
Crossroads 1997 Asset Allocation II, 1,204 * 1,204 0 *
LP
Crossroads 1997 Venture Capital I, 1,204 * 1,204 0 *
LP
Crossroads 1997 Venture Programme I, 1,805 * 1,805 0 *
LP
Crossroads- SBC Master Pension Trust 6,018 * 6,018 0 *
Dartmouth College 3,611 * 3,611 0 *
General Motors Corp 20,462 * 20,462 0 *
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
SHARES OF SHARES OF NUMBER OF SHARES OF SHARES OF
COMMON STOCK COMMON STOCK SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY COMMON STOCK BENEFICIALLY BENEFICIALLY
OWNED PRIOR OWNED PRIOR TO OFFERED OWNED AFTER OWNED AFTER
NAME OF SELLING STOCKHOLDER TO OFFERING(1) OFFERING (1)(2) HEREBY (1) OFFERING (2) OFFERING (2)
-------------------------------------- -------------- ------------------- ---------------- ------------------ -------------
<S> <C> <C> <C> <C> <C>
Hamilton Lane-Textron Inc. 8,425 * 8,425 0 *
Hamilton Lane- UniSys Corporation 3,611 * 3,611 0 *
HabourVest Partners V, Partnership 19,086 * 19,086 0 *
Fund
HabourVest Partners V, Parallel 3,181 * 3,181 0 *
Partnership Fund
Harvard Management Private Equity 14,443 * 14,443 0 *
Corporation
JP Morgan Pooled Venture Capital 16,682 * 16,682 0 *
Inst. Investors
JP Morgan Pooled Venture Capital 1,854 * 1,854 0 *
Private Investors
Liberty Mutual Investment Advisors, 2,407 * 2,407 0 *
LLC Sep A/C LP
Phonenix Home Life Mutual Insurance 4,092 * 4,092 0 *
Co.
Rensselaer Polytechnic Institute 4,814 * 4,814 0 *
SBC Master Pension Trust 24,072 * 24,072 0 *
Tucker Anthony Private Equity Fund 4,814 * 4,814 0 *
II, LP
William Marsh Rice University 6,018 * 6,018 0 *
Technologies for Information and
Publishing, L.P. 88,823 * 88,823 0 *
Technologies for Information and
Entertainment, L.P. 185,560 * 185,560 0 *
</TABLE>
-------------------
* Less than one percent of the number of shares of common stock outstanding.
(1) The selling stockholders have sole voting power and investment power
with respect to all shares listed as owned by the selling
stockholders. Of the total shares of common stock owned by the selling
stockholders, a total of 150,334 shares are held in an escrow account
to secure indemnification obligations of the former Human Code
stockholders to us. It is expected that these shares (less any shares
that may be distributed from the escrow account to us in satisfaction
of indemnification claims) will be released from escrow and
distributed to the selling stockholders on or about August 28, 2001.
The number of shares indicated as owned by each selling stockholder
includes those shares
<PAGE> 6
which such selling stockholder is entitled to receive upon
distribution of these shares from the escrow account.
(2) We do not know 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 each selling stockholder 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, we
have assumed that, after completion of the offering, none of the
shares covered hereby will be held by the selling stockholders.
(3) Includes 150,334 shares held in the escrow account securing the
indemnification obligations of the former Human Code stockholders to
us which may be sold by AV Partners IV, L.P. or AV Partners VI, L.P.
solely in their capacity as indemnification representatives under the
escrow agreement to satisfy certain payment obligations of the former
Human Code stockholders to American Stock Transfer & Trust Company as
escrow agent.
