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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SAGENT TECHNOLOGY, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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[SAGENT LOGO]
SAGENT TECHNOLOGY, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 26, 2000
TO THE STOCKHOLDERS OF SAGENT TECHNOLOGY, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Sagent
Technology, Inc., a Delaware corporation (the "Company" or "Sagent"), will be
held on October 26, 2000 at 12:00 p.m., local time, at the Company's principal
executive office at 800 West El Camino Real, Suite 300, Mountain View, CA 94040
for the following purposes:
1. To elect 2 Class I directors for a term of three years and until their
successors are duly elected and qualified;
2. To approve the reservation of additional shares under the Company's 1998
Stock Plan; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on September 21, 2000
are entitled to notice of and to vote at the meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to vote,
sign, date and return the enclosed Proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if he or she previously returned a Proxy.
By order of the Board of Directors of
Sagent Technology, Inc.
/s/ KENNETH C. GARDNER
Kenneth C. Gardner
Mountain View, California
September 26, 2000
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SAGENT TECHNOLOGY, INC.
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PROXY STATEMENT
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FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of Sagent Technology, Inc. (the
"Company" or "Sagent") for use at the Annual Meeting of Stockholders to be held
on October 26, 2000 at 12:00 p.m., or at any adjournment thereof (the "Annual
Meeting" or "Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will
be held at the Company's principal executive office at 800 West El Camino Real,
Suite 300, Mountain View, CA, 94040. The Company's telephone number at that
location is (650) 815-3100.
These proxy solicitation materials were mailed on or about September 26,
2000 to all stockholders entitled to vote at the Meeting.
RECORD DATE; OUTSTANDING SHARES
Stockholders of record at the close of business on September 21, 2000 (the
"Record Date") are entitled to notice of and to vote at the Meeting. At the
Record Date, 28,884,087 shares of the Company's Common Stock, $0.001 par value,
were issued and outstanding. The closing price of the Company's Common Stock on
the Record Date, as reported by Nasdaq, was $8.0313 per share.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company or its
transfer agent a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Meeting and voting in person.
VOTING AND SOLICITATION
On all matters other than the election of directors, each share has one
vote. See "Election of Directors -- Required Vote."
The cost of soliciting proxies will be borne by the Company. The Company
has retained the services of Chase Mellon Bank to aid in the solicitation of
proxies. The Company will reimburse Chase Mellon Bank for reasonable
out-of-pocket expenses. In addition, the Company may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, personally or by telephone, telegram, telefax
or otherwise.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's next Annual Meeting of Stockholders to be
held in 2001 must be received by the Company no later than December 15, 2000 in
order that they may be considered for possible inclusion in the proxy statement
and form of proxy relating to that meeting.
In addition, the Company's Bylaws establish an advance notice procedure
with regard to certain matters, including stockholder proposals not included in
the Company's proxy statement, to be brought before an annual meeting of
stockholders. For nominations or other business to be properly brought before
the meeting
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by a stockholder, such stockholder must provide written notice delivered to the
Secretary of the Company no later than January 15, 2001. A copy of the full text
of the Bylaw provision discussed above may be obtained by writing to the
Secretary of the Company. All notices of proposals by stockholders, whether or
not included in the Company's proxy materials, should be sent to Sagent
Technology, Inc., 800 W. El Camino Real, Suite 300, Mountain View, CA 94040.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting
is a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. Shares that are voted "FOR",
"AGAINST" or "ABSTAIN" on a matter are treated as being present at the meeting
for purposes of establishing a quorum and are also treated as shares entitled to
vote (the "Votes Cast") at the Annual Meeting with respect to such matter.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a matter (other than the election of directors). In the
absence of controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, with the exception of the proposal for
the election of directors, abstentions will have the same effect as a vote
against the proposal. Because directors are elected by a plurality vote,
abstentions in the election of directors have no impact once a quorum exists. In
a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme Court
held that, while broker non-votes may be counted for purposes of determining the
presence or absence of a quorum for the transaction of business, broker
non-votes should not be counted for purposes of determining the number of Votes
Cast with respect to the particular proposal on which the broker has expressly
not voted. Broker non-votes with respect to proposals set forth in this Proxy
Statement will therefore be counted only for purposes of determining the
presence or absence of a quorum and will not be considered Votes Cast.
Accordingly, broker non-votes will not affect the determination as to whether
the requisite majority of Votes Cast has been obtained with respect to a
particular matter.
FISCAL YEAR END
The Company's fiscal year ends on December 31. The Company's last fiscal
year ended on December 31, 1999 and is referred to herein as the "Last Fiscal
Year".
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers, directors and persons who own more than 10% of a registered class of
the Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC"). Such
executive officers, directors and ten-percent stockholders are also required by
SEC rules to furnish the Company with copies of all forms that they file
pursuant to Section 16(a). Based solely on its review of copies of such forms
received by the Company, or on written representations from certain reporting
persons that no other reports were required for such persons, the Company
believes that, during the Last Fiscal Year all of the Section 16(a) filing
requirements applicable to its executive officers, directors and 10%
stockholders were complied with except as follows: the filings of Kenneth C.
Gardner, the Company's Chairman of the Board, were untimely for the months of
September and October; John E. Zicker's, the Company's Executive Vice President,
Technology and Chief Technology Officer, September filing was untimely; Thomas
Lounibos', the Company's former Executive Vice President, Sales and Marketing,
November filing was untimely; the filings for Jeffrey Webber, a director, were
untimely for the months of April, May, June, October and December; and Keith
Maib's, a director, July filing was untimely.
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INDEPENDENT ACCOUNTANTS
The Company has not retained independent public accountants for the 2000
audit. The Audit Committee will do so in due course.
The Company's financial statements for the year ended December 31, 1999
were audited by PricewaterhouseCoopers LLP. A representative of
PricewaterhouseCoopers LLP will be present at the Annual Meeting to answer
questions from stockholders and will have an opportunity to make a statement if
desired.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is currently comprised of seven (7)
directors who are divided into three classes with overlapping three-year terms.
A director serves in office until his or her respective successor is duly
elected and qualified or until his or her earlier death or resignation. Any
additional directorships resulting from an increase in the number of directors
will be distributed among the three classes so that, as nearly as possible, each
class will consist of an equal number of directors.
NOMINEES FOR CLASS I DIRECTORS
Two Class I directors are to be elected at the Annual Meeting for a
three-year term ending in 2003. The Board of Directors has nominated Ms. Shanda
Bahles and Mr. Klaus Luft for re-election as Class I directors. Unless otherwise
instructed, the persons named in the enclosed proxy intend to vote proxies
received by them for the re-election of Ms. Bahles and Mr. Luft. The Company
expects that each of Ms. Bahles and Mr. Luft will accept such nomination;
however, in the event that any nominee is unable to or declines to serve as a
director at the time of the Annual Meeting, proxies will be voted for a
substitute nominee or nominees designated by the present Board of Directors. The
term of office of each person elected as a director will continue until such
director's term expires in 2003 or until such director's successor has been
elected and qualified.
INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS
Set forth below is certain information regarding the nominees for Class I
directors and each person whose term of office as a director will continue after
the Annual Meeting.
NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2003 ANNUAL MEETING
SHANDA BAHLES, age 44, has served as a director of the Company since May
1995. Since May 1991, Ms. Bahles has been a General Partner of El Dorado
Ventures, a venture capital firm. Ms. Bahles joined El Dorado Ventures as an
associate in June 1987. From 1979 to 1985, Ms. Bahles held various engineering,
marketing and management positions with Millennium Systems, Inc., a systems
integration company, and Fortune Systems Corporation, a workstation
manufacturer. Ms. Bahles is a director of Pilot Network Services, Inc., a
publicly traded company, FusionOne, MS2, Inc., Slam Dunk Networks and Invisible
Worlds which are privately held companies. Ms. Bahles received her B.S.E.E. and
M.B.A. degrees from Stanford University.
KLAUS S. LUFT, age 58, has served as a director of the Company since April
1999. Mr. Luft is the founder, owner and President of Market Access for
Technology Services GmbH ("MATCH"), a private company in Munich, Germany which
provides sales and marketing services to high technology companies. Mr. Luft is
also the founder and Chairman of the supervisory board of Artedona AG, a
privately held company for e-commerce established in 1999 and headquartered in
Munich, Germany. Since August 1990, Mr. Luft has served as Vice Chairman and
international Advisor to Goldman Sachs Europe Limited. He also serves on the
Board of Directors of Dell Computer Corporation and BroadVision, Inc., which are
publicly traded companies. Mr. Luft is also a member of the International
Advisory Board of the Business School-
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International University of Germany. From March 1986 to November 1989, Mr. Luft
was Chief Executive Officer of Nixdorf Computer AG, a manufacturer of computer
systems in Paderborn, Germany, where he also held various other Executive Board
positions for more than 20 years in sales, marketing, finance and manufacturing.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING
JEFFREY T. WEBBER, age 47, has been a director of the Company since
September 1995. Mr. Webber founded, and since January 1991 has served as
President of, R.B. Webber & Company which provides strategic planning consulting
services to high technology companies. He also serves as a general partner of
The Entrepreneurs' Funds, early stage venture capital funds. Mr. Webber began
his career in strategic planning at McKinsey & Company's Los Angeles office. Mr.
Webber holds a B.A. degree in American Studies from Yale University. He also
serves as a director of CommerceOne and Persistence Software, both
publicly-traded companies, and AvantGo, eGlyphs, enCommerce, gForce Systems, and
NetAcumen, privately-held companies.
KEITH MAIB, age 41, has been a director of the Company since July 1999. Mr.
Maib is President, Chief Executive Officer and a Director of PennCorp Financial
Group, a life insurance holding company. PennCorp is the parent company of
Southwestern Life Insurance Company and Security Life and Trust Insurance
Company. Mr. Maib joined PennCorp in July of 1998 to lead a turnaround and
restructuring of the company, which is currently underway. He was previously
Chief Financial Officer of Acordia, Inc., a property and casualty insurance
broker, a partner at Coopers and Lybrand, the Chief Operating Officer of
Borland, Inc., a software manufacturer and a partner at Price Waterhouse. Keith
graduated in 1981 from the University of Kansas with a B.S. in Accounting.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2002 ANNUAL MEETING
KENNETH C. GARDNER, age 49, has been a director of the Company since
commencement of operations in June 1995 and also served as President and Chief
Executive Officer from June 1995 until August 2000. From March 1994 until March
1995, Mr. Gardner was Vice President of Products at Borland International, Inc.,
which has since changed its name to Inprise Corporation, an enterprise
applications company. From February 1992 until March 1994, Mr. Gardner was
President, Chief Executive Officer and a co-founder of ReportSmith, Inc., a
database report applications company, which was purchased by Borland
International, Inc., in 1994. Mr. Gardner is a director of CommerceOne Inc., a
publicly traded company, and NetAcumen Inc., a privately held company. Mr.
Gardner received his B.S.C. degree in Finance from the University of Louisville.
JOHN ZICKER, age 43, has been Executive Vice President, Technology, Chief
Technology Officer and a director since Sagent's commencement of operations in
June 1995. From March 1994 until May 1995, Mr. Zicker was Director of
Client/Server Development at Borland International, Inc. From February 1992
until March 1994, Mr. Zicker was Vice President of Technology and a co-founder
of ReportSmith, Inc. Mr. Zicker has 13 years of experience in software
development and image processing at NASA Ames Research Center, Lawrence
Livermore Laboratories and the Stanford Linear Accelerator Center. Mr. Zicker
received his B.S. degree in Electrical Engineering at the University of
California at Davis and his M./S. degree in Electrical Engineering from the
University of Wisconsin at Madison.
BEN C. BARNES, age 55, has served as President and Chief Executive Officer
since August 2000. From January 1996 until August 2000, Mr. Barnes was the
General Manager of the Global Business Intelligence Solutions unit of IBM and
also a member of IBM's Senior Management Group. From May 1987 until June 1993
Mr. Barnes was General Manager of Teradata Corp. Prior to joining Teradata
Corp., Mr. Barnes served as Director in various sales and marketing assignments
with Burroughs, now a part of Unisys, from May 1970 until May 1987. Mr. Barnes
received his B.B.A. from Georgia State University.
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BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of nine meetings during
the Last Fiscal Year. During the fiscal year ended December 31, 1999, no
director attended fewer than 75% of the meetings of the Board of Directors or
the meetings of committees, if any, upon which such director served. Certain
matters approved by the Board of Directors were approved by unanimous written
consent.
The Audit Committee of the Board of Directors, which was formed in 1998,
currently consists of Mr. Keith Maib, Ms. Shanda Bahles and Mr. Jeffrey Webber.
The Audit Committee reviews the Company's annual audit and is primarily
responsible for approving the services performed by the Company's independent
auditors and for reviewing and evaluating the Company's accounting principles
and its systems of internal accounting controls. The Audit Committee held a
total of two meetings during the Last Fiscal Year.
The Compensation Committee, which was formed in 1998, is currently composed
of Ms. Shanda Bahles, Mr. Klaus Luft and Mr. Keith Maib. The Compensation
Committee, which generally meets in conjunction with Board meetings and as
deemed necessary by the Board of Directors, reviews and approves the Company's
executive compensation policy and makes recommendations concerning the Company's
employee benefit policies. The Compensation Committee held no meetings which
were not in conjunction with Board meetings during the Last Fiscal Year.
The Board of Directors does not have a nominating committee nor any
committee performing such function.
DIRECTOR COMPENSATION
Directors currently receive no cash fees for services provided in that
capacity but are reimbursed for out-of-pocket expenses they incur in connection
with attendance at meetings of the Board of Directors. In addition, in the past,
certain directors have been granted stock options for their service on the
Board. The Company does not intend to pay cash fees for the services of its
Board members in the immediate future, nor to provide for the automatic grant of
stock options to its directors.
Options may also be granted to Directors under the Company's 1999 Director
Option Plan, (the "Stock Plan"), which was approved by the Company's
stockholders in February 1999. The Board, in its discretion, selects Directors
to whom options may be granted, the time or times at which such options may be
granted, the number of shares subject to each grant and the period over which
such options become exercisable. All options granted to Directors under the
Stock Plan contain the following provisions: the exercise price per share of
Common Stock is 100% of the fair market value of the Company's Common Stock on
the date the option is granted; the term of the option may be no more than ten
years from the date of grant; and the option may be exercised only while the
Outside Director remains a director or within ninety days after the date he or
she ceases to be a director or service provider of the Company. Upon a proposed
liquidation or dissolution of the Company, the options will terminate
immediately prior to such action; and in the event of a merger or sale of
substantially all of the Company's assets, each option may be assumed or an
equivalent option substituted by the successor corporation. The Board may at any
time amend, alter, suspend or discontinue the Stock Plan, subject to stockholder
approval in certain circumstances.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee of the Board of Directors
is currently or has been, at any time since the formation of the Company, an
officer or employee of the Company. During fiscal year 1999, no executive
officer of the Company (i) served as a member of the compensation committee (or
other board committee performing similar functions or, in the absence of any
such committee, the board of directors) of another entity, one of whose
executive officers served on the Company's Compensation Committee, (ii) served
as a director of another entity, one of whose executive officers served on the
Company's Compensation Committee, or (iii) served as a member of the
compensation committee (or other board committee performing similar functions
or, in the absence of any such committee, the board of directors) of another
entity, one of whose executive officers served as a director of the Company.
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REQUIRED VOTE
If a quorum is present and voting, the two nominees for director receiving
the highest number of votes will be elected to the Board of Directors. Votes
withheld from any director are counted for purposes of determining the presence
or absence of a quorum, but have no other legal effect under Delaware law. See
"Information Concerning Solicitation and Voting -- Quorum; Abstentions; Broker
Non-Votes."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF
THE NOMINEES LISTED ABOVE.
PROPOSAL TWO
APPROVAL OF THE RESERVATION OF ADDITIONAL SHARES
UNDER OUR 1998 STOCK PLAN
On December 17, 1998, our board of directors adopted the 1998 Stock Plan
and reserved 2,440,000 shares of our common stock for issuance thereunder. On
December 19, 1998, the 1998 Stock Plan was approved by our shareholders. In
order to remain competitive in our hiring practices, on September 20, 2000 our
board of directors amended the 1998 Stock Plan to increase the number of shares
reserved for issuance thereunder by 2,000,000 shares of our common stock. With
this increase, a total of 5,851,380 shares of our common stock will be reserved
for issuance under the 1998 Stock Plan, plus annual increases which are
scheduled to occur on May 1 of each year equal to the lesser of 1,500,000 shares
of our common stock, 5% of our outstanding shares of common stock, or an amount
determined by our board of directors.
The shareholders are being asked to approve the amendment to the 1998 Stock
Plan which will increase the shares of our common stock reserved for issuance
thereunder by 2,000,000 shares.
SUMMARY OF THE 1998 STOCK PLAN
General. The purpose of the 1998 Stock Plan is to attract and retain the
best available personnel for positions of substantial responsibility with us, to
provide additional incentive to our employees, directors and consultants and to
promote the success of the our business. Options and stock purchase rights may
be granted under the 1998 Stock Plan. Options granted under the 1998 Stock Plan
may be either "incentive stock options," as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, referred to herein as the "Code", or
nonstatutory stock options.
Administration. The 1998 Stock Plan may generally be administered by our
board of directors or a committee appointed by our board of directors, referred
to herein as the "Administrator."
Eligibility; Limitations. Nonstatutory stock options and stock purchase
rights may be granted under the 1998 Stock Plan to our employees, directors and
consultants. Incentive stock options may be granted only to employees. The
Administrator, in its discretion, selects the employees, directors and
consultants to whom options and stock purchase rights may be granted, the time
or times at which such options and stock purchase rights shall be granted, and
the number of shares subject to each such grant.
Section 162(m) of the Code places limits on the deductibility for federal
income tax purposes of compensation paid to certain of our executive officers.
In order to preserve our ability to deduct the compensation income associated
with options and stock purchase rights granted to such persons, the 1998 Stock
Plan provides that no employee, director or consultant may be granted, in any
fiscal year, options and stock purchase rights to purchase more than 2,000,000
shares of our common stock. Notwithstanding this limit, in connection with an
individual's initial employment with us, an employee, director or consultant may
be granted options or stock purchase rights to purchase up to an additional
2,000,000 shares of our common stock.
Terms and Conditions of Options. Each option is evidenced by a stock option
agreement between us and the optionee, and is subject to the following
additional terms and conditions:
- Exercise Price. The Administrator determines the exercise price of
options at the time the options are granted. The exercise price of an
incentive stock option may not be less than 100% of the fair market
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value of our common stock on the date such option is granted; provided,
however, the exercise price of an incentive stock option granted to a 10%
shareholder may not be less than 110% of the fair market value of our
common stock on the date such option is granted. The fair market value of
our common stock is generally determined with reference to the closing
sale price for our common stock (or the closing bid if no sales were
reported) on the last market trading day prior to the date the option is
granted.
- Exercise of Option; Form of Consideration. The Administrator determines
when options become exercisable, and may in its discretion, accelerate
the vesting of any outstanding option. Stock options granted under the
1998 Stock Plan generally vest and become exercisable over four years.
The means of payment for shares issued upon exercise of an option is
specified in each option agreement. The 1998 Stock Plan permits payment
to be made by cash, check, promissory note, other shares of our common
stock (with some restrictions), cashless exercises, a reduction in the
amount of any liability to the optionee, any other form of consideration
permitted by applicable law, or any combination thereof.
- Term of Option. The term of an incentive stock option may be no more than
ten (10) years from the date of grant; provided that in the case of an
incentive stock option granted to a 10% shareholder, the term of the
option may be no more than five (5) years from the date of grant. No
option may be exercised after the expiration of its term.
- Termination of Employment. If an optionee's employment or consulting
relationship terminates for any reason (other than death or disability),
then all options held by the optionee under the 1998 Stock Plan generally
expire on the earlier of the date set forth in his or her notice of grant
or the expiration date of such option. To the extent the option is
exercisable at the time of such termination, the optionee may exercise
all or part of his or her option at any time before termination.
- Death or Disability. If an optionee's employment or consulting
relationship terminates as a result of death or disability, then all
options held by such optionee under the 1998 Stock Plan generally expire
on the earlier of 12 months from the date of such termination or the
expiration date of such option. The optionee (or the optionee's estate or
the person who acquires the right to exercise the option by bequest or
inheritance), may exercise all or part of the option at any time before
such expiration to the extent that the option was exercisable at the time
of such termination.
- Nontransferability of Options: Unless determined otherwise by the
Administrator, options granted under the 1998 Stock Plan are not
transferable other than by will or the laws of descent and distribution,
and may be exercised during the optionee's lifetime only by the optionee.
- Other Provisions: The stock option agreement may contain other terms,
provisions and conditions not inconsistent with the 1998 Stock Plan as
may be determined by the Administrator.
Stock Purchase Rights. In the case of stock purchase rights, unless the
Administrator determines otherwise, a restricted stock purchase agreement shall
grant us a repurchase option exercisable upon the voluntary or involuntary
termination of the purchaser's employment with us for any reason (including
death or disability). The purchase price for unvested shares repurchased
pursuant to the restricted stock purchase agreement shall be the original price
paid by the purchaser and may be paid by cancellation of any indebtedness of the
purchaser to us. The repurchase option shall lapse at a rate determined by the
Administrator.
Adjustments Upon Changes in Capitalization. In the event that our common
stock changes by reason of any stock split, reverse stock split, stock dividend,
combination, reclassification or other similar change in our capital structure
effected without the receipt of consideration, appropriate adjustments shall be
made in the number and class of shares of stock subject to the 1998 Stock Plan,
the number and class of shares of stock subject to any option or stock purchase
right outstanding under the 1998 Stock Plan, and the exercise price of any such
outstanding option or stock purchase right.
In the event of a liquidation or dissolution, any unexercised options or
stock purchase rights will terminate. The Administrator may, in its discretion
provide that each optionee shall have the right to exercise
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all of the optionee's options and stock purchase rights, including those not
otherwise exercisable, until the date ten (10) days prior to the consummation of
the liquidation or dissolution.
In connection with any merger, consolidation, acquisition of assets or like
occurrence involving the Company, each outstanding option or stock purchase
right shall be assumed or an equivalent option or right substituted by the
successor corporation. If the successor corporation refuses to assume the
options and stock purchase rights or to substitute substantially equivalent
options and stock purchase rights, the optionee shall have the right to exercise
the option or stock purchase right as to all the optioned stock, including
shares not otherwise exercisable. In such event, the Administrator shall notify
the optionee that the option or stock purchase right is fully exercisable for
fifteen (15) days from the date of such notice and that the option or stock
purchase right terminates upon expiration of such period.
Amendment and Termination of the 1998 Stock Plan. Our board of directors
may amend, alter, suspend or terminate the 1998 Stock Plan, or any part thereof,
at any time and for any reason. However, we will obtain shareholder approval for
any amendment to the 1998 Stock Plan to the extent necessary to comply with
Section 162(m) and Section 422 of the Code, or any similar rule or statute. No
such action by our board of directors or shareholders may alter or impair any
option or stock purchase right previously granted under the 1998 Stock Plan
without the written consent of the optionee. Unless terminated earlier, the 1998
Stock Plan shall terminate ten years from the date of its original approval by
our board of directors or the date of this increase in the number of shares
reserved for issuance under the 1998 Stock Plan, whichever is later.
FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options. An optionee who is granted an incentive stock
option does not recognize taxable income at the time the option is granted or
upon its exercise, although the exercise may subject the optionee to the
alternative minimum tax. Upon a disposition of the shares more than two years
after grant of the option and one year after exercise of the option, any gain or
loss is treated as long-term capital gain or loss. Net capital gains on shares
held for more than 12 months are currently capped at 20%. Capital losses are
allowed in full against capital gains and up to $3,000 against other income. If
these holding periods are not satisfied, the optionee recognizes ordinary income
at the time of disposition equal to the difference between the exercise price
and the lower of the fair market value of the shares at the date of the option
exercise or the sale price of the shares. Any gain or loss recognized on such a
premature disposition of the shares in excess of the amount treated as ordinary
income is treated as long-term or short-term capital gain or loss, depending on
the holding period. We are entitled to a deduction in the same amount as the
ordinary income recognized by the optionee.
Nonstatutory Stock Options. An optionee does not recognize any taxable
income at the time he or she is granted a nonstatutory stock option. Upon
exercise, the optionee recognizes taxable income generally measured by the
excess of the then fair market value of the shares over the exercise price. Any
taxable income recognized in connection with an option exercise by one of our
employees is subject to tax withholding. We are entitled to a deduction in the
same amount as the ordinary income recognized by the optionee. Upon a
disposition of such shares by the optionee, any difference between the sale
price and the optionee's exercise price, to the extent not recognized as taxable
income as provided above, is treated as long-term or short-term capital gain or
loss, depending on the holding period. Net capital gains on shares held for more
than 12 months are currently capped at 20%. Capital losses are allowed in full
against capital gains and up to $3,000 against other income.
Stock Purchase Rights. Stock purchase rights will generally be taxed in the
same manner as nonstatutory stock options. However, restricted stock is
generally purchased upon the exercise of a stock purchase right. At the time of
purchase, restricted stock is subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code. As a result, the purchaser will
not recognize ordinary income at the time of purchase. Instead, the purchaser
will recognize ordinary income on the dates when a stock ceases to be subject to
a substantial risk of forfeiture. The stock will generally cease to be subject
to a substantial risk of forfeiture when it is no longer subject to our right to
repurchase the stock upon the purchaser's termination of employment with us. At
such times, the purchaser will recognize ordinary income measured as the
difference between the
8
<PAGE> 11
purchase price and the fair market value of the stock on the date the stock is
no longer subject to a substantial risk of forfeiture.
The purchaser may accelerate to the date of purchase his or her recognition
of ordinary income, if any, and the beginning of any capital gain holding period
by timely filing an election pursuant to Section 83(b) of the Code. In such
event, the ordinary income recognized, if any, is measured as the difference
between the purchase price and the fair market value of the stock on the date of
purchase, and the capital gain holding period commences on such date. The
ordinary income recognized by a purchaser who is an employee will be subject to
tax withholding.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON OPTIONEES, HOLDERS OF STOCK PURCHASE RIGHTS, AND US WITH RESPECT TO THE
GRANT AND EXERCISE OF OPTIONS AND STOCK PURCHASE RIGHTS UNDER THE 1998 STOCK
PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX
CONSEQUENCES OF THE EMPLOYEE'S OR CONSULTANT'S DEATH OR THE PROVISIONS OF THE
INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE
EMPLOYEE OR CONSULTANT MAY RESIDE.
REQUIRED VOTE
The shareholders are being asked to approve the amendment which increases
the number of shares of our common stock under the 1998 Stock Plan by 2,000,000
shares. The affirmative vote of the holders of a majority of the shares entitled
to vote will be required to approve the share increase under the 1998 Stock
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
AMENDMENT TO THE 1998 STOCK PLAN.
OTHER INFORMATION
EXECUTIVE OFFICERS
In addition to Messrs. Zicker and Barnes, the following persons are
executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David N. Eliff............. 39 Executive Vice President and Chief
Financial Officer
Malcolm G. R. Hobbs........ 41 Senior Vice President, Marketing
</TABLE>
BIOGRAPHIES
DAVID N. ELIFF, age 39, has served as Executive Vice President and Chief
Financial Officer since May 15, 2000. Prior to joining the Company, Mr. Eliff
worked at the Chief Financial Officer level of multiple companies in various
industries, including W H Energy Services from July 1995 through April 2000.
From May 1984 until June 1995, Mr. Eliff worked in the Corporate Finance and
Business Advisory Groups at PricewaterhouseCoopers LLP. Mr. Eliff received his
B.B.A. in Accounting from Texas Tech University.
MALCOLM G. R. HOBBS, age 41, has been Senior Vice President, Marketing
since February, 2000 and from April 1999 to February 2000, Mr. Hobbs was Vice
President, Marketing. From July 1997 to April 1999, Mr. Hobbs was Vice
President, Corporate Communications at Oracle Corporation. From 1993 to 1997 Mr.
Hobbs held marketing and business development positions at Apple Computer,
culminating in the position of Senior Director of Internet Marketing. From 1989
to 1992 Mr. Hobbs was Director of Product Management at Frame Technology. Prior
to Frame Technology, Mr. Hobbs served in a variety of Product Marketing, Product
Management, Marketing Communications and Business Development roles at Frame
Technology, Interleaf, Inc., Ashton-Tate, and General Computer Corporation. Mr.
Hobbs received his B.A. degree from Occidental College in Deplomacy and World
Affairs.
9
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 1999 certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person known by the Company to be the beneficial owner of more than 5% of
the outstanding shares of Common Stock, (ii) each of the Company's directors,
(iii) the Named Executive Officers and (iv) all directors and executive officers
as a group. Except as otherwise indicated, and subject to applicable community
property laws, the persons named below have sole voting and investment power
with respect to all shares of common stock held by them.
Applicable percentage ownership in the table is based on 27,896,000 shares
of common stock outstanding as of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIAL OWNER BENEFICIALLY OWNED OWNERSHIP
---------------- ------------------ -------------
<S> <C> <C>
5% STOCKHOLDERS:
Entities affiliated with El Dorado Ventures.... 2,739,135 8.0%
Greylock Equity Limited Partnership............ 2,088,888 7.5%
DIRECTORS AND OFFICERS:
Kenneth C Gardner(1)........................... 1,110,815 4.0%
John E. Zicker(2).............................. 798,000 2.9%
Thomas M. Lounibos(3).......................... 149,842 *
W. Virginia Walker(4).......................... 176,667 *
Malcolm Hobbs(5)............................... 120,000 *
Richard W. Shapero............................. 17,243 *
Jeffrey T. Webber(6)........................... 89,757 *
Klaus S. Luft(6)(7)............................ 30,281 *
Keith Maib(6).................................. 20,000 *
Shanda Bahles(6)(8)............................ 2,243,249 8.0%
All officers and directors as a group (10
persons)..................................... 4,810,692 17.0%
</TABLE>
---------------
* Less than 1%.
(1) Includes 809,827 shares registered in the name of Kenneth C. Gardner and
Patricia T. Gardner, Trustees of the Gardner Family Trust u/d/t dated
September 6, 1996, 100,595 shares registered in the name of Delaware Charter
Guarantee & Trust Co., Trustee fbo Kenneth C. Gardner, IRA and 393 shares
registered in individual ownership. Also includes an option granted to
Kenneth C. Gardner to purchase 100,000 shares.
(2) Includes 618,000 shares registered in the name of John E. Zicker and 100,000
shares registered in the name of Delaware Charter Guarantee & Trust Co.,
Trustee fbo John E. Zicker, IRA. Also includes an option granted to John E.
Zicker to purchase 80,000 shares.
(3) Mr. Lounibos resigned from the Company in March 2000.
(4) Includes an option to purchase 11,667 shares exercisable within 60 days of
December 31, 1999 and 93,750 shares which are subject to a repurchase option
held by Sagent as of December 31, 1999. Ms. Walker resigned from the Company
in May 2000.
(5) Includes 95,000 shares which are subject to a repurchase option held by
Sagent as of December 31, 1999.
(6) Includes an option to purchase 15,000 shares, which option is fully
exercisable.
(7) Includes 5,281 shares owned by ISAR-Vermogensverwaltung GbR mbH of which Mr.
Luft has pecuniary interest, but with respect to which Mr. Luft has no
voting or dispositive power.
(8) Ms. Bahles is a general partner of El Dorado Ventures, which holds 2,228,249
shares of the Company's Common Stock. Ms. Bahles shares investment and
voting control over such shares.
10
<PAGE> 13
EXECUTIVE OFFICER COMPENSATION
SUMMARY COMPENSATION
The following table shows, as to any person serving as Chief Executive
Officer during fiscal 1999 and each of the four other most highly compensated
executive officers whose salary plus bonus exceeded $100,000 (the "Named
Executive Officers"), information concerning compensation paid for services to
the Company during the Last Fiscal Year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION(1)
----------------------------------- -------------------------
OTHER ALL
ANNUAL SECURITIES OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME YEAR SALARY($) BONUS($) ($)(1) OPTIONS(#) ($)(2)
---- ---- --------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth C. Gardner.................. 1999 225,000 72,238 -- -- 348
1998 225,000 90,000 -- -- 366
John E. Zicker...................... 1999 187,499 42,141 -- -- 120
1998 150,000 60,000 -- -- 120
Thomas M. Lounibos(3)............... 1999 200,020 222,842(4) -- -- 120
1998 164,590 124,420(4) -- 90,000 120
W. Virginia Walker(5)............... 1999 182,550 51,188 -- 70,000 240
1998 173,965 69,586 -- 180,000 240
Malcolm G. R. Hobbs(6).............. 1999 125,977 27,032 -- 120,000
1998 -- -- -- -- 99
</TABLE>
---------------
(1) Other annual compensation in the form of perquisite and other personal
benefits, securities or property has been omitted in those cases where the
aggregate amount of such compensation is the lesser of either $50,000 or 10%
of the total of annual salary and bonus for the executive officer.
(2) Consists of premiums paid on term life insurance.
(3) Mr. Lounibos resigned from the Company in March 2000.
(4) Consists of commissions calculated based on Sagent's revenues.
(5) Ms. Walker resigned from the Company in May 2000.
(6) Mr. Hobbs joined the Company in April 1999.
11
<PAGE> 14
STOCK OPTION GRANTS AND EXERCISES
The following table shows, as to each Named Executive Officer, information
concerning stock options granted during the Last Fiscal Year.
OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED EXERCISE STOCK PRICE APPRECIATION
UNDERLYING IN PRICE FOR OPTION TERM(4)
OPTIONS FISCAL ($/SHARE) EXPIRATION --------------------------
NAME GRANTED(1) YEAR(2) (3) DATE 5%($) 10%($)
---- ---------- ---------- --------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Kenneth C. Gardner............. -- -- -- -- -- --
John E. Zicker................. -- -- -- -- -- --
Thomas M. Lounibos............. -- -- -- -- -- --
W. Virginia Walker............. 70,000 3.0% $6.875 06/07/09 302,655 766,986
Malcolm G. R. Hobbs............ 120,000 19.5% $ 8.00 04/12/09 603,739 1,529,993
</TABLE>
---------------
(1) Options vest at a rate of 1/48 per month and have a term of 10 years.
(2) Based on an aggregate of 2,339,437 shares subject to options granted to
employees pursuant to the Company's 1998 stock option plan in the fiscal
year ended December 31, 1999, including granted to the Named Executive
Officers.
(3) All options were granted at exercise prices at the fair market value of the
Company's common stock on the date of grant.
(4) The potential realizable value is calculated based on the term of the option
at the time of grant (10 years). Stock price appreciation of 5% and 10% is
assumed pursuant to rules promulgated by the Securities and Exchange
Commission and does not represent the Company's prediction of its stock
price performance.
AGGREGATE OPTION EXERCISES IN 1999 AND
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS AT
SHARES OPTIONS FISCAL YEAR
ACQUIRED AT FISCAL YEAR END END(1)
ON VALUE --------------------------- ------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
---- ----------- -------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Kenneth C. Gardner....................... -- -- -- -- --
John E. Zicker........................... -- -- -- -- --
Thomas M. Lounibos....................... -- -- -- -- --
W. Virginia Walker....................... -- -- -- -- --
Malcolm G. R. Hobbs...................... 120,000 -- -- -- --
</TABLE>
---------------
(1) The fair market value of the Company's common stock on the exercise date was
less than the exercise price.
CERTAIN TRANSACTIONS
The Company has entered into indemnification agreements with its executive
officers, directors and certain significant employees containing provisions that
are in some respects broader than the specific indemnification provisions
contained in the General Corporation Law of Delaware. These agreements provide,
12
<PAGE> 15
among other things, for indemnification of the executive officers, directors and
certain significant employees in proceedings brought by third parties and in
stockholder derivative suits. Each agreement also provides for advancement of
expenses to the indemnified party.
On November 30, 1999, Sagent acquired Sagent France S.A., its distributor
in France, and Sagent Technology GmbH, its distributor in Germany, for an
aggregate consideration of $2.8 million in cash and stock. Sagent acquired these
entities from a partnership in which Klaus Luft, a member of Sagent's Board of
Directors serves as general partner. Mr. Luft's interest in the consideration
paid for these entities was 11.85%, or approximately, $331,800.
During 1999, Sagent recognized revenues of $144,000 from licenses and
services sold to CommerceOne and NetAcumen. Kenneth Gardner, Sagent's Chairman
and CEO, and Jeffrey Webber, are members of the board of directors of
CommerceOne and NetAcumen.
On August 4, 2000, the Company entered into an Employment Agreement with
Ben Barnes to serve as the Company's President and Chief Executive Officer.
Pursuant to the Employment Agreement, Mr. Barnes (i) is eligible to participate
in all of the Company's employee benefit plans, (ii) is entitled to paid
vacation, (iii) will be compensated at an annual base salary of not less than
$425,000, (iv) will receive annual bonuses based on performance, (v) received a
signing bonus of $500,000, (vi) received options to purchase 750,000 shares of
the Company's common stock at $11.188 per share and 150,000 shares of restricted
stock of the Company at $0.01 per share, each subject to the Company's normal
vesting schedule, (vii) is restricted from soliciting employees and customers of
the Company while he is employed by the Company and for 12 months following
termination of his employment, (viii) will receive certain severance payments as
specified in the Employment Agreement and (ix) received two loans from the
Company for the purpose of purchasing a home.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors establishes the
general compensation policies of the Company as well as the compensation plans
and specific compensation levels for executive officers. It also administers the
Company's employee stock benefit plan for executive officers. The Compensation
Committee is currently composed of independent, non-employee directors who,
except as disclosed under "Compensation Committee Interlocks and Insider
Participation," have no interlocking relationships as defined by the Securities
and Exchange Commission.
The Compensation Committee believes that the compensation of the executive
officers, including that of the Chief Executive Officer (collectively, the
"Executive Officers"), should be influenced by the Company's performance. The
Committee establishes the salaries and bonuses of all of the Executive Officers
by considering (i) the Company's financial performance for the past year, (ii)
the achievement of certain objectives related to the particular Executive
Officer's area of responsibility, (iii) the salaries and bonuses of executive
officers in similar positions of comparably-sized companies and (iv) the
relationship between revenue and executive officer compensation. The Committee
believes that the Company's executive officer salaries and bonuses in the Last
Fiscal Year were comparable in the industry for similarly-sized businesses.
In addition to salary and bonus, the Committee, from time to time, grants
options to Executive Officers. The Committee thus views option grants as an
important component of its long-term, performance-based compensation philosophy.
Since the value of an option bears a direct relationship to the Company's stock
price, the Committee believes that options motivate Executive Officers to manage
the Company in a manner which will also benefit shareholders. As such, options
are granted at the current market price. And one of the
13
<PAGE> 16
principal factors considered in granting options to an Executive Officer is the
Executive Officer's ability to influence the Company's long-term growth and
profitability.
Compensation Committee of the
Board of Directors
Shanda Bahles
Klaus S. Luft
Keith Maib
THE FOREGOING COMPENSATION COMMITTEE REPORT SHALL NOT BE DEEMED TO BE
"SOLICITING MATERIAL" OR TO BE FILED WITH THE SEC, NOR SHALL SUCH INFORMATION BE
INCORPORATED BY REFERENCE INTO ANY PAST OR FUTURE FILING UNDER THE SECURITIES
ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY
INCORPORATES IT BY REFERENCE INTO SUCH FILING.
14
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders on
the Company's Common Stock with the cumulative total return of the Nasdaq Stock
Market Composite Index-U.S. (the "Nasdaq Composite"), the Nasdaq 100 Index (the
"Nasdaq 100"), and the Hambrecht & Quist Technology Index ("H&Q Technology").
The graph assumes that $100 was invested on April 13, 1999, the date of the
Company's initial public offering, in the Company's Common Stock and in the
indices shown below, including reinvestment of dividends. No dividends have been
declared or paid on the Company's Common Stock. Historic stock price performance
is not necessarily indicative of future stock price performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
NASDAQ COMPOSITE = H&Q TECHNOLOGY =
SGNT = 186.35 NASDAQ 100 = 175.11 161.01 194.72
------------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
14-Apr-1999 100.0000 100.0000 100.0000 100.0000
22-Apr-1999 67.8715 103.7960 102.1670 98.5241
30-Apr-1999 61.0442 101.5570 101.4190 99.4418
10-May-1999 67.8715 101.4790 100.7620 99.6117
18-May-1999 59.8394 102.6450 102.0370 104.0110
26-May-1999 51.2048 97.5951 96.8053 98.2154
03-Jun-1999 46.5863 96.5189 95.8537 100.9410
11-Jun-1999 46.5863 98.0348 97.6309 105.0440
21-Jun-1999 45.3815 107.8450 104.9060 109.5350
29-Jun-1999 47.3896 108.3870 105.3780 109.9530
07-Jul-1999 77.9116 111.2680 109.4030 116.2200
15-Jul-1999 85.1406 115.4800 113.2450 120.5750
23-Jul-1999 75.5020 109.4310 107.3830 112.5290
02-Aug-1999 60.2410 107.6620 104.6410 112.2520
10-Aug-1999 56.2249 102.8590 99.3152 108.8620
18-Aug-1999 65.8635 110.1610 106.0010 116.2220
26-Aug-1999 67.8715 114.9110 110.6630 120.0780
03-Sep-1999 74.2972 119.1600 113.3940 117.7750
13-Sep-1999 69.8795 118.0390 113.4600 125.7570
21-Sep-1999 65.0603 117.5940 112.5160 126.6850
29-Sep-1999 58.2329 114.0310 108.8940 121.7070
07-Oct-1999 57.8313 120.3630 114.0960 128.1670
15-Oct-1999 50.6024 114.2700 108.9560 123.0130
25-Oct-1999 90.3615 118.0910 112.3110 123.2820
02-Nov-1999 95.5823 124.8790 118.9190 133.2820
10-Nov-1999 154.6180 132.9900 125.8720 144.6440
18-Nov-1999 147.7910 142.7770 133.4960 153.8460
26-Nov-1999 150.2010 148.1540 137.5120 159.7170
06-Dec-1999 145.7830 151.6950 141.4290 168.0680
14-Dec-1999 166.6670 150.5630 142.4520 175.0370
22-Dec-1999 165.4620 169.3400 157.0350 186.7180
30-Dec-1999 186.3460 175.1100 161.0060 194.7210
</TABLE>
THE INFORMATION CONTAINED IN THE STOCK PERFORMANCE GRAPH SHALL NOT BE
DEEMED TO BE "SOLICITING MATERIAL" OR TO BE FILED WITH THE SEC, NOR SHALL SUCH
INFORMATION BE INCORPORATED BY REFERENCE INTO ANY FUTURE FILING UNDER THE
SECURITIES ACT OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY
SPECIFICALLY INCORPORATES IT BY REFERENCE INTO SUCH FILING.
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
at the Meeting. If any other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed form of Proxy to vote the shares
they represent as the Board of Directors may recommend.
15
<PAGE> 18
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy in the envelope
which has been enclosed
BY THE ORDER OF THE BOARD OF
DIRECTORS OF SAGENT TECHNOLOGY, INC.
/s/ KENNETH C. GARDNER
Kenneth C. Gardner
Mountain View, California
Dated: September 26, 2000
16
<PAGE> 19
PROXY SAGENT TECHNOLOGY, INC. PROXY
Annual Meeting of Stockholders - October 26, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned stockholder of Sagent Technology, Inc., a Delaware
Corporation (the "Company") acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, each dated September 26, 2000, and the 1999
SEC Form 10K, and appoints Kenneth C. Gardner and David N. Eliff and each of
them proxies and attorneys-in-fact, with full power to each of substitution on
behalf and in the name of the undersigned, to represent the undersigned at the
2000 Annual Meeting of Stockholders of the Company to be held on Thursday,
October 26, 2000 at 12:00 p.m. (local time) at 800 West El Camino Real, Suite
300, Mountain View, CA 94040, any adjournment thereof, and to vote all shares
of Common Stock which the undersigned would be entitled to vote if then and
there personally present, or the matters set forth on the reverse side:
TO ASSURE YOUR REPRESENTATION AT THE
ANNUAL MEETING, PLEASE MARK, SIGN AND
DATE THIS PROXY AND
RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.
(Continue and to be signed on reverse side.)
<PAGE> 20
SAGENT TECHNOLOGY, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR WITHHOLD FOR BOTH
The election of the following persons as ALL ALL (Except
Class I directors of the Company to Nominee(s)
serve for a term of three years and until written below)
their successors shall be duly elected
and qualified [ ] [ ] [ ]
Nominees: Shanda Bahles
Klaus S. Luft
Instruction: To withhold authority to vote for an individual nominee, write that
nominee's name on the space provided below.
_________________________________________________________________________________
2. To approve the reservation of additional FOR AGAINST ABSTAIN
shares under the Company's 1998 Stock Plan.
[ ] [ ] [ ]
I plan to attend the meeting: Yes ____ No _____
</TABLE>
The shares represented by this proxy will be voted in accordance with the
specification made. If no specification is made, the shares represented by this
proxy will be voted for each of the above persons and proposals, and for or
against such other matters as may properly come before the meeting as the
proxyholders deem advisable.
Signature(s) ________________________ Dated: _________________, 2000
________________________
Sign exactly as your name(s) appear on the stock certificate. A corporation is
requested to sign its name by its President or other authorized officer, with
the office held designated. Executors, administrators, trustees, etc., are
requested to so indicate when signing, if stock is registered in two names, both
should sign.
